Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 07, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-40839 | |
Entity Registrant Name | QT Imaging Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1728920 | |
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 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | QTI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Common Stock, Shares Outstanding | 21,441,416 | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001844505 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | ||
Current assets: | ||||
Cash | $ 4,581,140 | $ 164,686 | ||
Restricted cash and cash equivalents | 20,000 | 20,000 | ||
Accounts receivable, net | 669,138 | 1,290 | ||
Inventory | 3,354,677 | 4,418,197 | ||
Prepaid expenses and other current assets | 869,472 | 214,979 | ||
Total current assets | 9,494,427 | 4,819,152 | ||
Property and equipment, net | 141,659 | 490,920 | ||
Intangible assets, net | 0 | 90,139 | ||
Operating lease right-of-use assets, net | 1,104,784 | 1,267,121 | ||
Other assets | 39,150 | 39,150 | ||
Total assets | 10,780,020 | 6,706,482 | ||
Current liabilities: | ||||
Accounts payable | 549,583 | 1,355,512 | ||
Accrued expenses and other current liabilities | 4,192,015 | 369,651 | ||
Related party notes payable | 5,408,725 | 705,000 | ||
Current maturities of long-term debt | 4,294,209 | 4,199,362 | ||
Derivative liability | 408,100 | 0 | ||
Deferred revenue | 31,746 | 347,619 | ||
Operating lease liabilities, current | 382,964 | 361,305 | ||
Total current liabilities | 15,267,342 | 7,338,449 | ||
Long-term debt | 36,698 | 95,982 | ||
Related party notes payable | 0 | 3,143,725 | ||
Operating lease liabilities | 866,761 | 1,062,633 | ||
Warrant liability | 18,588 | 0 | ||
Earnout liability | 750,000 | 0 | ||
Other liabilities | 0 | 377,772 | ||
Total liabilities | 16,939,389 | 12,018,561 | ||
Contingencies (Note 10) | ||||
Stockholders’ deficit: | ||||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding | 0 | 0 | ||
Common stock, $0.0001 par value; 500,000,000 and 100,000,000 shares authorized as of June 30, 2024 and December 31, 2023, respectively; 21,441,416 and 9,575,925 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | [1] | 2,144 | 958 | |
Additional paid-in capital | [1] | 22,341,598 | 12,457,108 | |
Accumulated deficit | (28,503,111) | (17,770,145) | ||
Total stockholders’ deficit | (6,159,369) | (5,312,079) | [2] | |
Total liabilities and stockholders’ deficit | $ 10,780,020 | $ 6,706,482 | ||
[1] (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). (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 Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Mar. 04, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |
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 | $ 0.0001 |
Common stock, shares authorized (in dollars per share) | 500,000,000 | 100,000,000 | |
Common stock, shares, issued (in shares) | 21,441,416 | 9,575,925 | |
Common stock, shares, outstanding (in shares) | 21,441,416 | 21,437,216 | 9,575,925 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Income Statement [Abstract] | |||||
Revenue | $ 1,714,035 | $ 3,183 | $ 3,076,198 | $ 10,747 | |
Cost of revenue | 839,484 | 3,121 | 1,441,567 | 49,698 | |
Gross profit (loss) | 874,551 | 62 | 1,634,631 | (38,951) | |
Operating expenses: | |||||
Research and development | 925,082 | 349,657 | 1,567,628 | 771,544 | |
Selling, general and administrative | 2,169,541 | 848,831 | 7,865,752 | 2,140,596 | |
Total operating expenses | 3,094,623 | 1,198,488 | 9,433,380 | 2,912,140 | |
Loss from operations | (2,220,072) | (1,198,426) | (7,798,749) | (2,951,091) | |
Other expense, net | (187,394) | 0 | (208,325) | 0 | |
Change in fair value of warrant liability | 213,942 | 0 | 190,819 | 0 | |
Change in fair value of derivative liability | 1,729,700 | 0 | 4,712,800 | 0 | |
Change in fair value of earnout liability | 310,000 | 0 | (750,000) | 0 | |
Interest expense, net | (1,095,050) | (131,588) | (1,694,009) | (261,870) | |
Net loss and comprehensive loss attributable to QT Imaging Holdings, Inc. | (1,248,874) | (1,330,014) | (5,547,464) | (3,212,961) | |
Deemed dividend related to the modification of equity classified warrants | (5,185,502) | 0 | (5,185,502) | 0 | |
Net loss and comprehensive loss attributable to common stockholders | $ (6,434,376) | $ (1,330,014) | $ (10,732,966) | $ (3,212,961) | |
Net loss per share, basic (in dollars per share) | [1] | $ (0.30) | $ (0.14) | $ (0.62) | $ (0.34) |
Net loss per share, diluted (in dollars per share) | [1] | $ (0.30) | $ (0.14) | $ (0.62) | $ (0.34) |
Weighted-average number of common shares used in computing net loss per common share, basic (in shares) | [1] | 21,440,447 | 9,540,533 | 17,333,000 | 9,528,880 |
Weighted-average number of common shares used in computing net loss per common share, diluted (in shares) | [1] | 21,440,447 | 9,540,533 | 17,333,000 | 9,528,880 |
[1] (1) Amounts for the three and six months ended June 30, 2023 and before that date differ from those in prior year condensed 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 | Previously Reported | Revision of Prior Period, Adjustment | Convertible Notes Payable | Bridge Loan | Settle Transaction Expenses | Potential shares from Pre-Paid Advance | Potential shares from Cable Car Loan | Non-Redemption Extension Agreement | Early Investor Consideration | Common Stock | Common Stock Previously Reported | Common Stock Revision of Prior Period, Adjustment | Common Stock Convertible Notes Payable | Common Stock Bridge Loan | Common Stock Settle Transaction Expenses | Common Stock Potential shares from Pre-Paid Advance | Common Stock Potential shares from Cable Car Loan | Common Stock Non-Redemption Extension Agreement | Common Stock Early Investor Consideration | Additional Paid-in Capital | Additional Paid-in Capital Previously Reported | Additional Paid-in Capital Revision of Prior Period, Adjustment | Additional Paid-in Capital Convertible Notes Payable | Additional Paid-in Capital Bridge Loan | Additional Paid-in Capital Settle Transaction Expenses | Additional Paid-in Capital Potential shares from Pre-Paid Advance | Additional Paid-in Capital Potential shares from Cable Car Loan | Additional Paid-in Capital Non-Redemption Extension Agreement | Additional Paid-in Capital Early Investor Consideration | Accumulated Deficit | Accumulated Deficit Previously Reported | |||||
Beginning balance (in shares) at Dec. 31, 2022 | 9,452,111 | [1] | 27,580,040 | (18,127,929) | |||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | $ (1,507,577) | [1] | $ (1,507,577) | $ 0 | $ 945 | [1] | $ 27,580 | $ (26,635) | $ 10,162,672 | [1] | $ 10,136,037 | $ 26,635 | $ (11,671,194) | [1] | $ (11,671,194) | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||
Issuance of common stock (in shares) | 89,532 | ||||||||||||||||||||||||||||||||||||
Issuance of common stock | 1,026,550 | $ 9 | 1,026,541 | ||||||||||||||||||||||||||||||||||
Stock-based compensation | 417,255 | 417,255 | |||||||||||||||||||||||||||||||||||
Net loss | (3,212,961) | (3,212,961) | |||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | [1] | 9,541,643 | |||||||||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2023 | [1] | (3,276,733) | $ 954 | 11,606,468 | (14,884,155) | ||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2023 | [1] | 9,535,648 | |||||||||||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2023 | [1] | (2,225,346) | $ 953 | 11,327,842 | (13,554,141) | ||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||
Issuance of common stock (in shares) | [1] | 5,995 | |||||||||||||||||||||||||||||||||||
Issuance of common stock | [1] | 70,000 | $ 1 | 69,999 | |||||||||||||||||||||||||||||||||
Stock-based compensation | 208,627 | 208,627 | |||||||||||||||||||||||||||||||||||
Net loss | (1,330,014) | (1,330,014) | |||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | [1] | 9,541,643 | |||||||||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2023 | [1] | $ (3,276,733) | $ 954 | 11,606,468 | (14,884,155) | ||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2023 | 9,575,925 | 9,575,925 | [1] | 27,941,290 | (18,365,365) | ||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2023 | $ (5,312,079) | [1] | $ (5,312,079) | $ 0 | $ 958 | [1] | $ 27,941 | $ (26,983) | 12,457,108 | [1] | $ 12,430,125 | $ 26,983 | (17,770,145) | [1] | $ (17,770,145) | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||
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 | $ 200,000 | $ 36 | $ 10 | $ 3,233,352 | $ 199,990 | |||||||||||||||||||||||||||||||
Net exercise of warrants (in shares) | 5,594 | ||||||||||||||||||||||||||||||||||||
Net exercise of warrants | 0 | $ 1 | (1) | ||||||||||||||||||||||||||||||||||
Issuance of common stock (in shares) | 1,544,200 | 1,000,000 | 180,000 | 427,477 | 150,000 | ||||||||||||||||||||||||||||||||
Issuance of common stock | $ 5,439,857 | $ 1,866,284 | $ 446,333 | $ 1,508,993 | $ 529,500 | $ 154 | $ 100 | $ 18 | $ 42 | $ 15 | $ 5,439,703 | $ 1,866,184 | $ 446,315 | $ 1,508,951 | $ 529,485 | ||||||||||||||||||||||
Stock-based compensation | 38,984 | 38,984 | |||||||||||||||||||||||||||||||||||
Deemed dividend related to warrant modification | 0 | 5,185,502 | (5,185,502) | ||||||||||||||||||||||||||||||||||
Net loss | $ (5,547,464) | (5,547,464) | |||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2024 | 21,441,416 | 21,441,416 | |||||||||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2024 | $ (6,159,369) | $ 2,144 | 22,341,598 | (28,503,111) | |||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2024 | 21,437,216 | ||||||||||||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2024 | (4,914,150) | $ 2,144 | 17,152,441 | (22,068,735) | |||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||
Issuance of common stock (in shares) | 4,200 | ||||||||||||||||||||||||||||||||||||
Issuance of common stock | $ 3,655 | $ 3,655 | |||||||||||||||||||||||||||||||||||
Deemed dividend related to warrant modification | 0 | 5,185,502 | (5,185,502) | ||||||||||||||||||||||||||||||||||
Net loss | $ (1,248,874) | (1,248,874) | |||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2024 | 21,441,416 | 21,441,416 | |||||||||||||||||||||||||||||||||||
Ending balance at Jun. 30, 2024 | $ (6,159,369) | $ 2,144 | $ 22,341,598 | $ (28,503,111) | |||||||||||||||||||||||||||||||||
[1] (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 ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (5,547,464) | $ (3,212,961) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 184,775 | 232,861 |
Stock-based compensation | 38,984 | 417,255 |
Warrant modification expense | 200,513 | 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 | 3,718,349 | 0 |
Loss on issuance of common stock in connection with a subscription agreement | 206,000 | 0 |
Non-cash interest | 1,200,670 | 21,545 |
Non-cash operating lease expense | (11,876) | (4,124) |
Loss on disposal of assets | 0 | 124 |
Change in fair value of warrant liability | (190,819) | 0 |
Change in fair value of derivative liability | (4,712,800) | 0 |
Change in fair value of earnout liability | 750,000 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (669,138) | 0 |
Inventory | 1,352,734 | 53,869 |
Prepaid expenses and other current assets | (553,691) | (40,550) |
Other assets | 0 | 10,000 |
Accounts payable | (2,280,535) | 785,744 |
Accrued expenses and other current liabilities | 51,572 | (23,974) |
Deferred revenue | (315,873) | 0 |
Other liabilities | (377,772) | 238,814 |
Net cash used in operating activities | (6,955,081) | (1,521,397) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (26,977) | (1,125) |
Net cash used in investing activities | (26,977) | (1,125) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock and warrants, net of issuance costs | 0 | 1,017,850 |
Proceeds from issuance common stock pursuant to subscription agreement | 500,000 | 0 |
Proceeds from long-term debt, net of issuance costs | 10,525,000 | 0 |
Repayment of long-term debt | (65,018) | (64,369) |
Repayment of bridge loans | (800,000) | 0 |
Proceeds from related party payable | 0 | 350,000 |
Proceeds from the Merger, net of transaction costs | 1,238,530 | 0 |
Net cash provided by financing activities | 11,398,512 | 1,303,481 |
Net increase (decrease) in cash and restricted cash and cash equivalents | 4,416,454 | (219,041) |
Cash and restricted cash and cash equivalents, beginning of year | 184,686 | 475,076 |
Cash and restricted cash and cash equivalents, end of year | 4,601,140 | 256,035 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 161,013 | 0 |
Supplemental disclosures of noncash investing and financing activities: | ||
Purchases of equipment included in accrued expenses | 7,613 | 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 | 289,214 | 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 |
Deemed dividend | $ 5,185,502 | $ 0 |
The Company and Summary of Sign
The Company and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
The Company and Summary of Significant Accounting Policies | 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. 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 informatio n. The December 31, 2023 condensed consolidated balance sheet was derived from 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 results for the periods presented. The condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 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 been retrospectively restated as shares reflecting conversion at the exchange ratio of approximately 0.3427 established in the Business Combination Agreement. 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 $28,503,111 as of June 30, 2024. During the six months ended June 30, 2024, the Company incurred a net loss of $5,547,464 and used $6,955,081 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, purchasing inventory to meet its growth plan, 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 condensed 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. Significant customers represent 10% or more of the Company’s total revenue or accounts receivable, net balance for the period ended as of each reporting date. For each significant customer, revenue as a percentage of total revenue and accounts receivable as a percentage of total accounts receivable are as follows: Revenue Accounts Receivable Three Months Ended Six Months Ended June 30, 2024 December 31, 2023 2024 2023 2024 2023 Customers: Customer A 38 % * 75 % * 56 % * Customer B * * * * 30 % * Customer C 61 % * 24 % * 13 % * Customer D, related party * * * 57 % * 42 % Customer E * * * 43 % * 13 % Customer F * * * * * 45 % Customer G * 100 % * * * * 99 % 100 % 99 % 100 % 99 % 100 % *Total less than 10% for the period. There are inherent risks whenever a large percentage of total revenue is concentrated in a limited number of customers. Should a significant customer which is a party to a contract with the Company under which the Company derives revenue terminate or fail to renew its contracts with the Company, in whole or in part, for any reason, or experience significant financial or operating difficulties, it could have a material adverse effect on the Company’s financial condition and results of operations. In general, a customer that makes up a significant portion of revenues in one period, may not make up a significant portion in subsequent periods. However, as the Company has entered into a Distribution Agreement with NXC Imaging, Inc. (“NXC”) on June 18, 2024, by which the Company appointed NXC as the exclusive reseller to market, advertise, and resell certain equipment in the U.S. and U.S. territories, the Company expects that NXC will make up a significant portion of revenues in each period in which such Distribution Agreement is in effect. Customer A in the concentration table above is NXC, which resold the Company’s scanner to three clinics during the three months ended June 30, 2024 and four clinics during the six months ended June 30, 2024. 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 Company’s QT Breast Scanner has more than six hundred components, of which less than five components have such dependencies on limited 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 June 30, 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 June 30, 2024 and December 31, 2023, an allowance for credit losses was not required. Write offs of accounts receivable were not significant during the three and six months ended June 30, 2024 and 2023. 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 have any finance leases as of June 30, 2024 or December 31, 2023. 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 and six months ended June 30, 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 June 30, 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 and six months ended June 30, 2024 and 2023 was recognized at a point in time. Revenue recognized during the three and six months ended June 30, 2024 and 2023 is disaggregated as follows: Three Months Ended Six Months Ended 2024 2023 2024 2023 Product $ 1,658,681 $ 3,183 $ 2,964,801 $ 6,247 Service 55,354 — 111,397 4,500 $ 1,714,035 $ 3,183 $ 3,076,198 $ 10,747 Revenue recognized by geography during the three and six months ended June 30, 2024 and 2023 is as follows: Three Months Ended Six Months Ended 2024 2023 2024 2023 United States $ 1,700,130 $ 3,183 $ 3,058,325 $ 10,747 International 13,905 — 17,873 — $ 1,714,035 $ 3,183 $ 3,076,198 $ 10,747 The Company had no contract assets as of June 30, 2024 and December 31, 2023. The Company had contract liabilities of $31,746 as of June 30, 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 and six months ended June 30, 2024 that was previously included in contract liabilities as of December 31, 2023 was $11,905 and $15,873, respectively, while a $300,000 customer deposit previously deferred was refunded due to an order cancellation during the three and six months ended June 30, 2024 and 2023. 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 twelve 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 amounted to $925,082 and $349,657 for the three months ended June 30, 2024 and 2023, respectively, and $1,567,628 and $771,544 for the six months ended June 30, 2024 and 2023, respectively. Advertising Advertising and promotion costs are expensed as incurred. Advertising expenses were not significant for the three and six months ended June 30, 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 and six months ended June 30, 2024 and 2023. Stock-Based Compensation Sto ck-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 and six months ended June 30, 2024 and 2023. Net Loss per Share Basic net loss per share is calculated by dividing the net loss attributable to common stockholders 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 attributable to common stockholders 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. Reconciliation of net loss per share for the three and six months ended June 30, 2024 and 2023 is as follows: Three Months Ended Six Months Ended 2024 2023 2024 2023 Net loss attributable to QT Imaging Holdings, Inc. $ (1,248,874) $ (1,330,014) $ (5,547,464) $ (3,212,961) Deemed dividend related to the modification of equity classified warrants (5,185,502) — (5,185,502) — Net loss attributable to common stockholders $ (6,434,376) $ (1,330,014) $ (10,732,966) $ (3,212,961) Weighted-average number of common shares used in computing net loss per common share (1) 21,440,447 9,540,533 17,333,000 9,528,880 Net loss per share - basic and diluted (1) $ (0.30) $ (0.14) $ (0.62) $ (0.34) The following securities were excluded from the calculation of net loss per share because the inclusion would be anti-dilutive as of June 30, 2024 and 2023: June 30, 2024 June 30, 2023 Common stock warrants (1) 23,889,364 401,389 Potential shares from Pre-Paid Advance 11,626,337 — Merger consideration earnout shares 9,000,000 — Potential shares from Cable Car Loan 750,000 — Potential shares from convertible notes (1) 247,250 251,181 Options outstanding (1) — 1,350,432 45,512,951 2,003,002 (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). 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 there was material impact on the Company’s condensed consolidated financial statements upon adoption. 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 June 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 prospec |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2024 | |
Reverse Recapitalization [Abstract] | |
Business Combination | 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 the 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, a s 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 and comprehensive loss during the six months ended June 30, 2024. No transaction expense related to this agreement was recorded during the three months ended June 30, 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 and comprehensive loss during the six months ended June 30, 2024. No transaction expense related to this agreement was recorded during the three months ended June 30, 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 share s 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 and comprehensive loss during the six months ended June 30, 2024. No transaction expense related to this agreement was recorded during the three months ended June 30, 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 and comprehensive loss during the six months ended June 30, 2024. No transaction expense related to this agreement was recorded during the three months ended June 30, 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 and comprehensive loss during the six months ended June 30, 2024. No transaction expense related to this agreement was recorded during the three months ended June 30, 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 the condensed consolidated balance sheet as of June 30, 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 and comprehensive loss during the six months ended June 30, 2024. No transaction expense related to this agreement was recorded during the three months ended June 30, 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 and comprehensive loss during the six months ended June 30, 2024. No transaction expense related to this agreement was recorded during the three months ended June 30, 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 and comprehensive loss during the six months ended June 30, 2024. No transaction expense related to this agreement was recorded during the three months ended June 30, 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 thirty |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 June 30, 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 June 30, 2024 December 31, 2023 Assets: Certificate of deposit 2 $ 20,000 $ 20,000 Liabilities: Warrant liability 2 $ 18,588 $ — Earnout liability 3 $ 750,000 $ — Derivative liability 3 $ 408,100 $ — Warrant Liability The Company has determined that the warrants that were a constituent part of (i) the private placement units that were issued in a private placement sale by GigCapital5 prior to the Merger (“Private Placement Warrants”) and (ii) the private placement units that were issued upon conversion of working capital notes issued by GigCapital5 prior to the Merger, which conversion occurred concurrent with the Merger (“Working Capital Note 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 and the Working Capital Note Warrants approximates the fair value of a Public Warrant. Accordingly, the Private Placement Warrants and Working Capital Note Warrants are valued upon observable data and have been classified as Level 2 financial instruments. As of June 30, 2024 , a total of 889,364 Private Placement Warrants and Working Capital Note Warrants were outstanding at an approximate fair value of $0.021 per warrant. See Note 11. The activity for the fair value of the warrant liability during the three and six months ended June 30, 2024 was as follows: Warrant Liability 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 Increase due to warrant modification 200,513 Change in fair value (213,942) Ending balance, June 30, 2024 $ 18,588 The effect of the modification of the Private Placement Warrants and the Working Capital Note Warrants as further described in Note 11 was included within other expense, net in the condensed consolidated statements of operations and comprehensive loss during the three and six months ended June 30, 2024. 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 by 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 June 30, 2024 were as follows: March 4, 2024 June 30, 2024 Fair value of common stock $ 3.53 $ 0.74 Volatility of revenue 26.0 % 19.0 % Discount rate applicable to revenue 7.0 % 7.0 % Risk-free rate 4.5 % 4.6 % Risk premium 2.5 % 2.3 % Cost of debt 15.5 % 15.5 % Credit risk spread 11.0 % 10.9 % Equity volatility 130.0 % 100.0 % The activity for the fair value of the earnout liability for the three and six months ended June 30, 2024 was as follows: Earnout Liability Beginning balance, January 1, 2024 $ — Change in fair value 1,060,000 Ending balance, March 31, 2024 1,060,000 Change in fair value (310,000) Ending balance, June 30, 2024 $ 750,000 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% ) of the Investor’s net sales proceeds of the Company Shares or fifty percent ( 50% ) of the value of the Company Shares on such date the cash payment is due. • 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 minimis. Significant assumptions used in the valuation of the fair value of the derivative liability as of issuance on March 4, 2024 and as of June 30, 2024 were as follows: March 4, 2024 June 30, 2024 Fair value of common stock $ 3.53 $ 0.74 Term in years 1.25 0.92 Volatility 130.0 % 100.0 % Risk-free rate 4.9 % 5.1 % Debt discount 30.0 % 30.0 % The activity for the fair value of the derivative liability during the three and six months ended June 30, 2024 was as follows: Derivative Liability 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 Change in fair value (1,729,700) Ending balance, June 30, 2024 $ 408,100 |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consisted of the following as of June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 Raw materials $ 2,497,317 $ 2,529,364 Work in process 818,458 1,627,802 Finished Goods 38,902 261,031 Total $ 3,354,677 $ 4,418,197 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consisted of the following as of June 30, 2024 and December 31, 2023: Useful Life June 30, 2024 December 31, 2023 Scanners 5 Years $ 2,254,547 $ 3,309,957 Computer and lab equipment 3-5 Years 1,384,307 1,359,491 Leasehold improvements Various 421,266 421,266 Software 3 Years 50,374 40,599 Furniture and fixtures 7 Years 82,336 82,336 4,192,830 5,213,649 Less: accumulated depreciation (4,051,171) (4,722,729) $ 141,659 $ 490,920 |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net Intangible assets, net consisted of the following as of June 30, 2024: Useful Gross Accumulated Net Carrying Useful Life Patents 12 Years $ 2,230,570 $ 2,230,570 $ — 0.00 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 Amortization expense was $43,669 and $46,470 for each of the three months ended June 30, 2024 and 2023. Amortization expense was $90,139 and $92,940 for each of the six months ended June 30, 2024 and 2023. |
Balance Sheet Details
Balance Sheet Details | 6 Months Ended |
Jun. 30, 2024 | |
Offsetting [Abstract] | |
Balance Sheet Details | Balance Sheet Details Prepaid expenses and other current assets consisted of the following as of June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 Prepaid insurance $ 659,954 $ 9,808 Other 209,518 205,171 Total $ 869,472 $ 214,979 Accrued expenses and other current liabilities consisted of the following as of June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 Accrued legal $ 2,111,258 $ 24,729 Accrued interest 657,602 50,037 Accrued personnel costs 610,271 120,856 Accrued excise taxes 202,341 — Accrued advisory fee 100,000 — Other 510,543 174,029 Total $ 4,192,015 $ 369,651 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 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, 20 21, with the final payment due May 5, 2025. As of June 30, 2024, the total principal outstanding under Loan 1 was $70,046, all of which was current. 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 June 30, 2024, the total principal outstanding under Loan 2 was $91,284, of which $54,586 was current and $36,698 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 June 30, 2024 and 2023 was $468 and $798, respectively. Interest expense for Loan 1 and Loan 2 for the six months ended June 30, 2024 and 2023 was $1,013 and $1,661 , 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 were 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 and six months ended June 30, 2024 was $ 0 and $88,692, respectively. Interest expense, including amortization of debt issuance costs, for the three and six months ended June 30, 2023 was $85,418 and $170,015, 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. Interest expense related to the payment premium was $0 and $160,000 for the three and six months ended June 30, 2024, respectively. As of June 30, 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 and six months ended June 30, 2024 was $0 and $25,663, respectively. Yorkville Pre-Paid Advance 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. Expenses related to a structuring fee was $0 and $20,000 for the three and six months ended June 30, 2024, respectively, and was included in other expense, net in the condensed consolidated statement of operations and comprehensive loss. As noted in Note 3, the Pre-Paid Advance contained Derivatives that were bifurcated and recorded a separate instrument. The initial value of the Derivatives of the $5,120,900 was recorded as a debt discount against the Pre-Paid Advance. As of June 30, 2024 , the outstanding amount of the Yorkville Pre-paid Advance was $3,030,909 net of the unamortized debt discount of $6,969,091, and accrued interest of $193,973 . Interest expense, including amortization of debt issuance costs, for the three and six months ended June 30, 2024 was $953,436 and $1,187,066 , respectively. Cable Car Loan In February 2024, GigCapital5 and QT Imaging entered into the 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 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 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 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 legal fees, on a relative fair value basis. As of June 30, 2024 , the outstanding amount of the Cable Car Loan was $1,138,668, net of unamortized issuance costs of $361,332. Interest expense, including amortization of debt issuance costs, for the three and six months ended June 30, 2024 was $98,217 and $125,739, respectively. Future principal payments on the long-term debt as of June 30, 2024 are as follows: Year ending December 31: 2024 (remaining) $ 65,348 2025 11,586,784 2026 9,198 Total payments 11,661,330 Less: Unamortized debt issuance costs (7,330,423) Less: Current maturities of long-term debt (4,294,209) Long-term debt $ 36,698 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | 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 June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 Assets: Operating lease ROU assets, net $ 1,104,784 $ 1,267,121 Liabilities: Operating lease liabilities, current $ 382,964 $ 361,305 Operating lease liabilities 866,761 1,062,633 $ 1,249,725 $ 1,423,938 The following table presents supplemental cash flow information related to the Company’s operating leases for the three and six months ended: Three Months Ended Six Months Ended 2024 2023 2024 2023 Operating cash flows from operating leases $ 114,722 $ 110,277 $ 228,308 $ 220,555 As of June 30, 2024, the maturity of operating lease liabilities was as follows: Year ending December 31: 2024 (remaining) $ 233,987 2025 476,164 2026 490,449 2027 206,864 Total payments 1,407,464 Less: Interest (157,739) Present value of obligations $ 1,249,725 The operating lease expense for the three months ended June 30, 2024 and 2023 was $113,748 and $113,535, respectively, of which $5,532 and $5,320, respectively, were related to leases with a term of less than 12 months. The operating lease expense for the six months ended June 30, 2024 and 2023 was $227,283 and $226,818, respectively, of which $10,851 and $10,387, respectively, were related to leases with a term of less than 12 months. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 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 condensed 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 condensed consolidated financial statements. |
Stockholders_ Deficit
Stockholders’ Deficit | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Stockholders’ Deficit | 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 June 30, 2024 is as follows: Common stock warrants 23,889,364 Potential shares from Pre-Paid Advance 11,626,337 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 247,250 47,871,044 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 June 30, 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 5,995 and 89,532 Units were issued during the three and six months ended June 30, 2023, respectively, for total net proceeds of $70,000 and $1,026,550, respectively . There were no Units issued during the three and six months ended June 30, 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 six months ended June 30, 2024: Number of Outstanding, January 1, 2024 422,064 Exercised (16,320) Terminated pursuant to business combination agreement (405,744) Outstanding, June 30, 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 $30,975 and $462,413 for the three and six months ended June 30, 2023, respectively. The fair value of the remaining warrant granted during the six months ended June 30, 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 and six months ended June 30, 2024 or during the three months ended June 30, 2023. 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, Private Placement Warrants and Working Capital Note 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”), the private placement units undertaken by the Company concurrently with its initial public offering (the “Private Placement Units”) and the private placement units that were issued upon conversion of working capital notes issued by the Company prior to the Merger, which conversion occurred concurrent with the Merger. The new registration statement was filed on April 1, 2024, and was declared effective by the SEC on May 22, 2024. As of June 30, 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. On May 13, 2024, the exercise price of PubCo Warrants was 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. The modification in exercise price related to the Public Warrants, which are equity classified, was accounted as a deemed dividend, which resulted in an adjustment of $5,185,502 to accumulated deficit during the three and six months ended June 30, 2024. The effect of the modification in exercise price related to the Private Placement Warrants and Working Capital Note Warrants, which are liability classified, was recorded in other expense, net within the statements of operations and comprehensive loss and amounted to $200,513 during the three and six months ended June 30, 2024. |
Stock Incentive Plans
Stock Incentive Plans | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Incentive Plans | 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 June 30, 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 was originally 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 and the 2024 Incentive Plan during the six months ended June 30, 2024: Number of Weighted- Weighted-Average 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, June 30, 2024 — $ — — There were no options granted during three and six months ended June 30, 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 and six months ended June 30, 2024 and 2023: Three Months Ended Six Months Ended 2024 2023 2024 2023 Research and development $ — $ 26,314 $ 13,950 $ 52,628 Selling, general and administrative — 182,313 25,034 364,627 $ — $ 208,627 $ 38,984 $ 417,255 No stock-based compensation expense was capitalized to inventory for three and six months ended June 30, 2024 and 2023. As of June 30, 2024, there was no unrecognized compensation cost related to non-vested stock-based compensation awards. |
National Institutes of Health S
National Institutes of Health Subaward | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
National Institutes of Health Subaward | 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 June 30, 2024 , the Company incurred total costs of $381,921 against the year one allocation of $351,994 and against the year two allocation of $194,566. During the three months ended June 30, 2024 , the Company incurred costs of $25,485, of which $10,040 of grant income was recognized as an offset to research and development expense and $15,445 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 June 30, 2023, the Company incurred costs of $86,482, of which $75,724 of grant income was recognized as an offset to research and development expense and $10,758 was recognized as an offset to selling, general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. During the six months ended June 30, 2024 , the Company incurred costs of $32,867 , of which $17,071 of grant income was recognized as an offset to research and development expense and $15,796 was recognized as an offset to selling, general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. During the six months ended June 30, 2023, the Company incurred costs of $98,717 , of which $86,847 of grant income was recognized as an offset to research and development expense and $11,870 was recognized as an offset to selling, general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. As of June 30, 2024 and December 31, 2023 , the grant receivable was $25,485 and $161,638, respectively, and is included in prepaid expenses and other current assets on the condensed consolidated balance sheets. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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 and six months ended June 30, 2024 and 2023. The Company expects that its effective tax rate for the full year 2024 will be 0%. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 June 30, 2024, an aggregate o f 247,250 s hares 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 June 30, 2024 and December 31, 2023, the outstanding amount of the 2020 Notes was $3,143,725 and accrued interest of $463,629 and $377,772, respectively. Interest expense for the three months ended June 30, 2024 and 2023, was $42,929 and $45,421, respectively. Interest expen se for the six months ended June 30, 2024 and 2023, was $85,857 and $90,344, 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 June 30, 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 the $1,560,000 outstanding debt balance due to a related party (the “Extension Note”) 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 operating as the QT Imaging Center (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 June 30, 2024 and 2023 were $0 and $12,000, respectively. Fees paid to QT Imaging during the six months ended June 30, 2024 and 2023 were $12,000 and $24,000, respectively. These fees were recorded as a reduction to selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. During the three and six months ended June 30, 2024 and 2023, there were no significant purchases made by the Practice. As of June 30, 2024 and December 31, 2023, there were no significant amounts due from the Practice. This Agreement was terminated and replaced by the Space and Equipment Sublease Agreement on April 17, 2024 and Services Agreement on April 5, 2024. Services Agreement 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. During the three and six months ended June 30, 2024, the Company incurred $10,521 in accordance with the Services Agreement with a related party. Space and Equipment Sublease Agreement 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. During the three and six months ended June 30, 2024, the Company recorded $16,998 of sublease income as other income within the condensed consolidated statements of operations and comprehensive loss. 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. In June 2024, the Company cancelled this order and refunded the full deposit of $300,000 to the related party. As of June 30, 2024 and December 31, 2023, the Company had a deferred revenue balance of zero and $300,000, respectively, related to this order. |
The Company and Summary of Si_2
The Company and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
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. 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 informatio n. The December 31, 2023 condensed consolidated balance sheet was derived from 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 results for the periods presented. The condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 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 been retrospectively restated as shares reflecting conversion at the exchange ratio of approximately 0.3427 established in the Business Combination Agreement. |
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. |
Liquidity | Liquidity The Company has incurred net operating losses and negative cash flows from operations since its inception and had an accumulated deficit of $28,503,111 as of June 30, 2024. During the six months ended June 30, 2024, the Company incurred a net loss of $5,547,464 and used $6,955,081 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, purchasing inventory to meet its growth plan, 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 | 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 | Use of Estimates The preparation of condensed 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 | 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. There are inherent risks whenever a large percentage of total revenue is concentrated in a limited number of customers. Should a significant customer which is a party to a contract with the Company under which the Company derives revenue terminate or fail to renew its contracts with the Company, in whole or in part, for any reason, or experience significant financial or operating difficulties, it could have a material adverse effect on the Company’s financial condition and results of operations. In general, a customer that makes up a significant portion of revenues in one period, may not make up a significant portion in subsequent periods. However, as the Company has entered into a Distribution Agreement with NXC Imaging, Inc. (“NXC”) on June 18, 2024, by which the Company appointed NXC as the exclusive reseller to market, advertise, and resell certain equipment in the U.S. and U.S. territories, the Company expects that NXC will make up a significant portion of revenues in each period in which such Distribution Agreement is in effect. Customer A in the concentration table above is NXC, which resold the Company’s scanner to three clinics during the three months ended June 30, 2024 and four clinics during the six months ended June 30, 2024. 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 Company’s QT Breast Scanner has more than six hundred components, of which less than five components have such dependencies on limited 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, 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 June 30, 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, Net |
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. |
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. |
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. |
Intangible Assets, Net | 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 |
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. |
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. |
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 and six months ended June 30, 2024 and 2023 was recognized at a point in time. |
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. |
Product Warranty | Product Warranty The Company’s products sold to customers are generally subject to warranties up to twelve 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 |
Advertising | Advertising |
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. |
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. |
Stock-Based Compensation | Stock-Based Compensation Sto ck-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 |
Net Loss per Share | Net Loss per Share Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive |
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. |
Recent Accounting Pronouncements Adopted and Recent Accounting Pronouncements | 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 there was material impact on the Company’s condensed consolidated financial statements upon adoption. 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 June 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. |
The Company and Summary of Si_3
The Company and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | For each significant customer, revenue as a percentage of total revenue and accounts receivable as a percentage of total accounts receivable are as follows: Revenue Accounts Receivable Three Months Ended Six Months Ended June 30, 2024 December 31, 2023 2024 2023 2024 2023 Customers: Customer A 38 % * 75 % * 56 % * Customer B * * * * 30 % * Customer C 61 % * 24 % * 13 % * Customer D, related party * * * 57 % * 42 % Customer E * * * 43 % * 13 % Customer F * * * * * 45 % Customer G * 100 % * * * * 99 % 100 % 99 % 100 % 99 % 100 % *Total less than 10% for the period. |
Disaggregation of Revenue | Revenue recognized during the three and six months ended June 30, 2024 and 2023 is disaggregated as follows: Three Months Ended Six Months Ended 2024 2023 2024 2023 Product $ 1,658,681 $ 3,183 $ 2,964,801 $ 6,247 Service 55,354 — 111,397 4,500 $ 1,714,035 $ 3,183 $ 3,076,198 $ 10,747 |
Revenue from External Customers by Geographic Areas | Revenue recognized by geography during the three and six months ended June 30, 2024 and 2023 is as follows: Three Months Ended Six Months Ended 2024 2023 2024 2023 United States $ 1,700,130 $ 3,183 $ 3,058,325 $ 10,747 International 13,905 — 17,873 — $ 1,714,035 $ 3,183 $ 3,076,198 $ 10,747 |
Schedule of Earnings Per Share, Basic and Diluted | Reconciliation of net loss per share for the three and six months ended June 30, 2024 and 2023 is as follows: Three Months Ended Six Months Ended 2024 2023 2024 2023 Net loss attributable to QT Imaging Holdings, Inc. $ (1,248,874) $ (1,330,014) $ (5,547,464) $ (3,212,961) Deemed dividend related to the modification of equity classified warrants (5,185,502) — (5,185,502) — Net loss attributable to common stockholders $ (6,434,376) $ (1,330,014) $ (10,732,966) $ (3,212,961) Weighted-average number of common shares used in computing net loss per common share (1) 21,440,447 9,540,533 17,333,000 9,528,880 Net loss per share - basic and diluted (1) $ (0.30) $ (0.14) $ (0.62) $ (0.34) |
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 June 30, 2024 and 2023: June 30, 2024 June 30, 2023 Common stock warrants (1) 23,889,364 401,389 Potential shares from Pre-Paid Advance 11,626,337 — Merger consideration earnout shares 9,000,000 — Potential shares from Cable Car Loan 750,000 — Potential shares from convertible notes (1) 247,250 251,181 Options outstanding (1) — 1,350,432 45,512,951 2,003,002 (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). |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended |
Jun. 30, 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) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
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 June 30, 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 June 30, 2024 December 31, 2023 Assets: Certificate of deposit 2 $ 20,000 $ 20,000 Liabilities: Warrant liability 2 $ 18,588 $ — Earnout liability 3 $ 750,000 $ — Derivative liability 3 $ 408,100 $ — |
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 June 30, 2024 were as follows: March 4, 2024 June 30, 2024 Fair value of common stock $ 3.53 $ 0.74 Volatility of revenue 26.0 % 19.0 % Discount rate applicable to revenue 7.0 % 7.0 % Risk-free rate 4.5 % 4.6 % Risk premium 2.5 % 2.3 % Cost of debt 15.5 % 15.5 % Credit risk spread 11.0 % 10.9 % Equity volatility 130.0 % 100.0 % Significant assumptions used in the valuation of the fair value of the derivative liability as of issuance on March 4, 2024 and as of June 30, 2024 were as follows: March 4, 2024 June 30, 2024 Fair value of common stock $ 3.53 $ 0.74 Term in years 1.25 0.92 Volatility 130.0 % 100.0 % Risk-free rate 4.9 % 5.1 % 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 and six months ended June 30, 2024 was as follows: Warrant Liability 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 Increase due to warrant modification 200,513 Change in fair value (213,942) Ending balance, June 30, 2024 $ 18,588 The activity for the fair value of the earnout liability for the three and six months ended June 30, 2024 was as follows: Earnout Liability Beginning balance, January 1, 2024 $ — Change in fair value 1,060,000 Ending balance, March 31, 2024 1,060,000 Change in fair value (310,000) Ending balance, June 30, 2024 $ 750,000 The activity for the fair value of the derivative liability during the three and six months ended June 30, 2024 was as follows: Derivative Liability 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 Change in fair value (1,729,700) Ending balance, June 30, 2024 $ 408,100 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory, Current (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventory consisted of the following as of June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 Raw materials $ 2,497,317 $ 2,529,364 Work in process 818,458 1,627,802 Finished Goods 38,902 261,031 Total $ 3,354,677 $ 4,418,197 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment, net consisted of the following as of June 30, 2024 and December 31, 2023: Useful Life June 30, 2024 December 31, 2023 Scanners 5 Years $ 2,254,547 $ 3,309,957 Computer and lab equipment 3-5 Years 1,384,307 1,359,491 Leasehold improvements Various 421,266 421,266 Software 3 Years 50,374 40,599 Furniture and fixtures 7 Years 82,336 82,336 4,192,830 5,213,649 Less: accumulated depreciation (4,051,171) (4,722,729) $ 141,659 $ 490,920 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net consisted of the following as of June 30, 2024: Useful Gross Accumulated Net Carrying Useful Life Patents 12 Years $ 2,230,570 $ 2,230,570 $ — 0.00 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 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Offsetting [Abstract] | |
Schedule of Prepaid Expense and Other Current Assets | Prepaid expenses and other current assets consisted of the following as of June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 Prepaid insurance $ 659,954 $ 9,808 Other 209,518 205,171 Total $ 869,472 $ 214,979 |
Schedule of Accounts Payable and Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following as of June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 Accrued legal $ 2,111,258 $ 24,729 Accrued interest 657,602 50,037 Accrued personnel costs 610,271 120,856 Accrued excise taxes 202,341 — Accrued advisory fee 100,000 — Other 510,543 174,029 Total $ 4,192,015 $ 369,651 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-Term Debt | Future principal payments on the long-term debt as of June 30, 2024 are as follows: Year ending December 31: 2024 (remaining) $ 65,348 2025 11,586,784 2026 9,198 Total payments 11,661,330 Less: Unamortized debt issuance costs (7,330,423) Less: Current maturities of long-term debt (4,294,209) Long-term debt $ 36,698 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Assets And Liabilities, Lessee | The following table reflects the Company’s ROU assets and lease liabilities as of June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 Assets: Operating lease ROU assets, net $ 1,104,784 $ 1,267,121 Liabilities: Operating lease liabilities, current $ 382,964 $ 361,305 Operating lease liabilities 866,761 1,062,633 $ 1,249,725 $ 1,423,938 |
Lease, Cost | The following table presents supplemental cash flow information related to the Company’s operating leases for the three and six months ended: Three Months Ended Six Months Ended 2024 2023 2024 2023 Operating cash flows from operating leases $ 114,722 $ 110,277 $ 228,308 $ 220,555 |
Lessee, Operating Lease, Liability, to be Paid, Maturity | As of June 30, 2024, the maturity of operating lease liabilities was as follows: Year ending December 31: 2024 (remaining) $ 233,987 2025 476,164 2026 490,449 2027 206,864 Total payments 1,407,464 Less: Interest (157,739) Present value of obligations $ 1,249,725 |
Stockholders_ Deficit (Tables)
Stockholders’ Deficit (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Stock by Class | Common stock reserved for future issuance as of June 30, 2024 is as follows: Common stock warrants 23,889,364 Potential shares from Pre-Paid Advance 11,626,337 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 247,250 47,871,044 |
Schedule of Stockholders' Equity Note, Warrants or Rights | The following table represents the QT Imaging warrant activity as follows for the six months ended June 30, 2024: Number of Outstanding, January 1, 2024 422,064 Exercised (16,320) Terminated pursuant to business combination agreement (405,744) Outstanding, June 30, 2024 — |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payment Arrangement, Option, Activity | The following table summarizes information regarding activity in the QT Imaging Plan and the 2024 Incentive Plan during the six months ended June 30, 2024: Number of Weighted- Weighted-Average 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, June 30, 2024 — $ — — |
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 and six months ended June 30, 2024 and 2023: Three Months Ended Six Months Ended 2024 2023 2024 2023 Research and development $ — $ 26,314 $ 13,950 $ 52,628 Selling, general and administrative — 182,313 25,034 364,627 $ — $ 208,627 $ 38,984 $ 417,255 |
The Company and Summary of Si_4
The Company and Summary of Significant Accounting Policies - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Mar. 04, 2024 USD ($) trading_day $ / shares | Jun. 30, 2024 USD ($) | Jun. 30, 2024 USD ($) clinic | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) clinic component | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Jul. 31, 2023 USD ($) | |
Property, Plant and Equipment [Line Items] | |||||||||
Business combination, exchange ratio | 34.27% | ||||||||
Accumulated deficit | $ (28,503,111) | $ (28,503,111) | $ (28,503,111) | $ (17,770,145) | |||||
Net loss | $ (1,248,874) | $ (1,330,014) | (5,547,464) | $ (3,212,961) | |||||
Net cash used in operating activities | (6,955,081) | (1,521,397) | |||||||
Proceeds from sale of common stock and warrants, net of issuance costs | $ 0 | 1,017,850 | |||||||
Triggered event, daily volume-weighted average price per share (in dollars per share) | $ / shares | $ 2 | ||||||||
Number of consecutive trading days | trading_day | 5 | ||||||||
Payment term range, cash in advance, duration | 30 days | 30 days | 30 days | ||||||
Number of clinics | clinic | 3 | 4 | |||||||
Number of components | component | 600 | ||||||||
Number of dependent components | component | 5 | ||||||||
Restricted cash equivalents | $ 20,000 | $ 20,000 | $ 20,000 | 20,000 | |||||
Allowance for credit loss | 0 | 0 | 0 | 0 | |||||
Finance lease, right-of-use asset, after accumulated amortization | 0 | 0 | 0 | 0 | |||||
Asset impairment charges | 0 | 0 | 0 | 0 | |||||
Contract with customer, asset | 0 | 0 | 0 | 0 | |||||
Contract with customer, liability | $ 31,746 | 31,746 | 31,746 | 347,619 | |||||
Contract with customer, liability, revenue recognized | $ 11,905 | 15,873 | |||||||
Deferred revenue (refund) | $ (315,873) | 0 | |||||||
Product warranty obligation, term | 12 months | 12 months | 12 months | ||||||
Research and development | $ 925,082 | 349,657 | $ 1,567,628 | 771,544 | |||||
Income tax examination, penalties and interest accrued | $ 0 | 0 | 0 | 0 | 0 | ||||
Related Party | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Contract with customer, liability | 0 | 0 | 0 | 300,000 | |||||
Foundation | Related Party | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Contract with customer, liability | $ 100,000 | $ 200,000 | |||||||
Deferred revenue (refund) | (300,000) | (300,000) | $ (300,000) | (300,000) | $ (300,000) | ||||
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 | |||||
Patents | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Useful Life | 12 years | 12 years | 12 years | 12 years | 12 years | ||||
Stock Subscription Agreement | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Net impact of the Merger on the condensed consolidated statement of stockholders' deficit | $ 500,000 | ||||||||
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, LP | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Proceeds from the Merger, net of transaction costs | $ 1,500,000 |
The Company and Summary of Si_5
The Company and Summary of Significant Accounting Policies - Schedules of Concentration of Risk, by Risk Factor (Details) - Customer Concentration Risk | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Total Customer | Accounts Receivable | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 99% | 100% | |||
Total Customer | Revenue | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 99% | 100% | 99% | 100% | |
Customer A | Accounts Receivable | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 38% | ||||
Customer A | Revenue | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 75% | 56% | |||
Customer B | Revenue | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 30% | ||||
Customer C | Accounts Receivable | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 61% | ||||
Customer C | Revenue | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 24% | 13% | |||
Customer D, related party | Revenue | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 57% | 42% | |||
Customer E | Revenue | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 43% | 13% | |||
Customer F | Revenue | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 45% | ||||
Customer G | Accounts Receivable | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 100% |
The Company and Summary of Si_6
The Company and Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 1,714,035 | $ 3,183 | $ 3,076,198 | $ 10,747 |
Product | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,658,681 | 3,183 | 2,964,801 | 6,247 |
Service | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 55,354 | $ 0 | $ 111,397 | $ 4,500 |
The Company and Summary of Si_7
The Company and Summary of Significant Accounting Policies - Revenue from External Customers by Geographic Areas (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue from External Customer [Line Items] | ||||
Revenue | $ 1,714,035 | $ 3,183 | $ 3,076,198 | $ 10,747 |
United States | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | 1,700,130 | 3,183 | 3,058,325 | 10,747 |
International | ||||
Revenue from External Customer [Line Items] | ||||
Revenue | $ 13,905 | $ 0 | $ 17,873 | $ 0 |
The Company and Summary of Si_8
The Company and Summary of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Accounting Policies [Abstract] | |||||
Net loss and comprehensive loss attributable to QT Imaging Holdings, Inc. | $ (1,248,874) | $ (1,330,014) | $ (5,547,464) | $ (3,212,961) | |
Deemed dividend related to the modification of equity classified warrants | (5,185,502) | 0 | (5,185,502) | 0 | |
Net loss and comprehensive loss attributable to common stockholders | $ (6,434,376) | $ (1,330,014) | $ (10,732,966) | $ (3,212,961) | |
Weighted-average number of common shares used in computing net loss per common share, basic (in shares) | [1] | 21,440,447 | 9,540,533 | 17,333,000 | 9,528,880 |
Weighted-average number of common shares used in computing net loss per common share, diluted (in shares) | [1] | 21,440,447 | 9,540,533 | 17,333,000 | 9,528,880 |
Net loss per share, diluted (in dollars per share) | [1] | $ (0.30) | $ (0.14) | $ (0.62) | $ (0.34) |
Net loss per share, basic (in dollars per share) | [1] | $ (0.30) | $ (0.14) | $ (0.62) | $ (0.34) |
[1] (1) Amounts for the three and six months ended June 30, 2023 and before that date differ from those in prior year condensed 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_9
The Company and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 45,512,951 | 2,003,002 |
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 | 401,389 |
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) | 11,626,337 | 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) | 247,250 | 251,181 |
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 |
Business Combination - Narrativ
Business Combination - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 15 Months Ended | ||||||||
Sep. 30, 2026 milestone $ / shares shares | Sep. 30, 2025 placement shares | Sep. 30, 2024 placement shares | Mar. 04, 2024 USD ($) $ / shares shares | Dec. 13, 2023 USD ($) shares | Sep. 21, 2023 shares | Feb. 29, 2024 USD ($) agreement $ / shares shares | Jun. 30, 2024 USD ($) | Jun. 30, 2024 USD ($) | Sep. 30, 2026 USD ($) milestone $ / shares shares | Sep. 30, 2025 USD ($) placement shares | Sep. 30, 2024 USD ($) placement shares | Dec. 31, 2023 USD ($) | |
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Business combination, exchange ratio | 34.27% | ||||||||||||
Less: GigCapital5 transaction costs paid from Trust | $ 1,073,667 | ||||||||||||
Number of additional subscription agreement | agreement | 2 | ||||||||||||
Earnout liability | $ 750,000 | $ 750,000 | $ 0 | ||||||||||
Merger Earnout Consideration Shares | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Contingent consideration, liability, shares (in shares) | shares | 9,000,000 | ||||||||||||
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 | |||||||||||
Contingent consideration, liability, earnout period, threshold trading days | 20 days | ||||||||||||
Contingent consideration, liability, earnout period, threshold trading day period | 30 days | ||||||||||||
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 | 0 | 206,000 | |||||||||||
General and Administrative Expense | Stock Subscription Agreements | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Less: GigCapital5 transaction costs paid from Trust | 0 | 529,500 | |||||||||||
Yorkville Pre-paid Advance | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Original issue discount | 6% | ||||||||||||
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 | ||||||||||||
Conversion price (usd per share) | $ / shares | $ 2 | ||||||||||||
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 | 0 | 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 | 0 | 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 | 0 | 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 | $ 8.50 | ||||||||||||
LionBay Ventures | General and Administrative Expense | |||||||||||||
Schedule Of Reverse Recapitalization [Line Items] | |||||||||||||
Less: GigCapital5 transaction costs paid from Trust | 0 | 35,300 | |||||||||||
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 | 0 | 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 | $ 0 | $ 1,508,994 |
Business Combination - Schedule
Business Combination - Schedule of Business Acquisitions, by Acquisition (Details) - USD ($) | 6 Months Ended | ||
Mar. 04, 2024 | Jun. 30, 2024 | Jun. 30, 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) |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Earnout liability | $ 750,000 | $ 0 |
Fair Value, Inputs, Level 2 | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Warrant liability | 18,588 | 0 |
Fair Value, Inputs, Level 3 | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Earnout liability | 750,000 | 0 |
Derivative liability | 408,100 | 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) | Jun. 30, 2024 USD ($) $ / shares shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Monthly payment discount, triggered principal amount | $ | $ 1,500,000 |
Monthly payment discount, triggered percentage | 50% |
Variable price conversion right, conversion price percentage | 95% |
Private Placement Warrants | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Class of warrant or right, outstanding (in shares) | shares | 889,364 |
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 0.021 |
Fair Value Measurements - Warra
Fair Value Measurements - Warrant Liability (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Warrant Liability [Roll Forward] | |||||
Beginning balance | $ 32,017 | $ 0 | $ 0 | ||
Net liabilities assumed from GigCapital5 | 8,894 | ||||
Increase due to warrant modification | 200,513 | ||||
Change in fair value | (213,942) | 23,123 | $ 0 | (190,819) | $ 0 |
Ending balance | $ 18,588 | $ 32,017 | $ 18,588 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value, Concentration of Risk (Details) | Jun. 30, 2024 $ / shares | Mar. 04, 2024 $ / shares |
Fair value of common stock | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Reverse recapitalization, contingent consideration, liability, measurement input | 0.74 | 3.53 |
Derivative liability, measurement input | 0.74 | 3.53 |
Term in years | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Derivative liability, measurement input | 0.92 | 1.25 |
Volatility of revenue | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Reverse recapitalization, contingent consideration, liability, measurement input | 0.190 | 0.260 |
Derivative liability, measurement input | 1 | 1.300 |
Discount rate applicable to revenue | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Reverse recapitalization, contingent consideration, liability, measurement input | 0.070 | 0.070 |
Risk-free rate | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Reverse recapitalization, contingent consideration, liability, measurement input | 0.046 | 0.045 |
Derivative liability, measurement input | 0.051 | 0.049 |
Risk premium | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Reverse recapitalization, contingent consideration, liability, measurement input | 0.023 | 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 | 0.109 | 0.110 |
Equity volatility | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Reverse recapitalization, contingent consideration, liability, measurement input | 1 | 1.300 |
Debt discount | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Derivative liability, measurement input | 0.300 | 0.300 |
Fair Value Measurements - Earno
Fair Value Measurements - Earnout and Derivative Rollforward (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2024 | Mar. 31, 2024 | |
Earnout Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 1,060,000 | $ 0 |
Change in fair value | (310,000) | 1,060,000 |
Ending balance | 750,000 | 1,060,000 |
Derivative Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 2,137,800 | 0 |
Fair value at issuance | 5,120,900 | |
Change in fair value | (1,729,700) | (2,983,100) |
Ending balance | $ 408,100 | $ 2,137,800 |
Inventory - Schedule of Inven_2
Inventory - Schedule of Inventory, Current (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 2,497,317 | $ 2,529,364 |
Work in process | 818,458 | 1,627,802 |
Finished Goods | 38,902 | 261,031 |
Inventory | $ 3,354,677 | $ 4,418,197 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property, Plant and Equipment (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 4,192,830 | $ 5,213,649 |
Less: accumulated depreciation | (4,051,171) | (4,722,729) |
Property and equipment, net | 141,659 | 490,920 |
Scanners | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 2,254,547 | 3,309,957 |
Property, plant and equipment, useful life | 5 years | |
Computer and lab equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,384,307 | 1,359,491 |
Computer and lab equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 3 years | |
Computer and lab equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 5 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 421,266 | 421,266 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 50,374 | 40,599 |
Property, plant and equipment, useful life | 3 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 82,336 | $ 82,336 |
Property, plant and equipment, useful life | 7 years |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 42,233 | $ 69,565 | $ 94,636 | $ 139,921 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Finite-Lived Intangible Assets (Details) - Patents - USD ($) | Jun. 30, 2024 | Jun. 30, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 12 years | 12 years |
Gross Carrying Value | $ 2,230,570 | $ 2,230,570 |
Accumulated Amortization | 2,230,570 | 2,140,431 |
Net Carrying Value | $ 0 | $ 90,139 |
Useful Life Remaining | 0 years | 6 months |
Intangible Assets, Net - Narrat
Intangible Assets, Net - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 43,669 | $ 46,470 | $ 90,139 | $ 92,940 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Prepaid Expense and Other Current Assets (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Offsetting [Abstract] | ||
Prepaid insurance | $ 659,954 | $ 9,808 |
Other | 209,518 | 205,171 |
Prepaid expenses and other current assets | $ 869,472 | $ 214,979 |
Balance Sheet Details - Sched_2
Balance Sheet Details - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Offsetting [Abstract] | ||
Accrued legal | $ 2,111,258 | $ 24,729 |
Accrued interest | 657,602 | 50,037 |
Accrued personnel costs | 610,271 | 120,856 |
Accrued excise taxes | 202,341 | 0 |
Accrued advisory fee | 100,000 | 0 |
Other | 510,543 | 174,029 |
Accrued expenses and other current liabilities | $ 4,192,015 | $ 369,651 |
Long-Term Debt - Paycheck Prote
Long-Term Debt - Paycheck Protection Program Loan (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Nov. 15, 2021 | Jun. 14, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Feb. 24, 2021 | May 05, 2020 | |
PPP Loan 2 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt amount | $ 228,019 | $ 91,284 | $ 91,284 | $ 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 | 54,586 | 54,586 | 54,308 | ||||||
Long-term debt | 36,698 | 36,698 | 64,061 | ||||||
Interest expense | 798 | $ 798 | 1,661 | $ 1,661 | |||||
PPP Loan 1 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt amount | $ 285,115 | 70,046 | 70,046 | 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 | 76,058 | ||||||||
Long-term debt | $ 31,921 | ||||||||
Interest expense | $ 468 | $ 468 | $ 1,013 | $ 1,013 |
Long-Term Debt - Convertible No
Long-Term Debt - Convertible Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Mar. 04, 2024 | Nov. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | ||||||||
Unamortized debt issuance expense | $ 7,330,423 | $ 7,330,423 | ||||||
Long-term debt, net | 11,661,330 | 11,661,330 | ||||||
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 | $ 0 | $ 85,418 | $ 88,692 | $ 170,015 | ||||
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) | $ 12.40 | |||||||
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 | |||||||
Gain (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 | 6 Months Ended | |||
Mar. 04, 2024 USD ($) lender $ / shares | Jun. 30, 2024 USD ($) | Jun. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | Nov. 30, 2023 USD ($) investor | |
Debt Instrument [Line Items] | |||||
Number of investors | investor | 5 | ||||
Long-term debt, net | $ 11,661,330 | $ 11,661,330 | |||
Unamortized debt issuance expense | 7,330,423 | 7,330,423 | |||
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 | 0 | 160,000 | |||
Bridge Loan | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 200,000 | ||||
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 | 0 | $ 774,337 | ||
Unamortized debt issuance expense | $ 25,663 | ||||
Interest expense | $ 0 | $ 25,663 |
Long-Term Debt - Yorkville Pre-
Long-Term Debt - Yorkville Pre-paid Advance (Details) - Yorkville Pre-paid Advance - USD ($) | 3 Months Ended | 6 Months Ended | |
Mar. 04, 2024 | Jun. 30, 2024 | Jun. 30, 2024 | |
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 | $ 0 | $ 20,000 | |
Unamortized discount | 5,120,900 | 5,120,900 | |
Outstanding amount | 3,030,909 | 3,030,909 | |
Derivative liability | 6,969,091 | 6,969,091 | |
Interest payable | 193,973 | 193,973 | |
Interest expense | $ 953,436 | $ 1,187,066 | |
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 | 6 Months Ended | |
Mar. 04, 2024 | Feb. 29, 2024 | Jun. 30, 2024 | Jun. 30, 2024 | |
Debt Instrument [Line Items] | ||||
Long-term debt | $ 11,661,330 | $ 11,661,330 | ||
Unamortized debt issuance expense | 7,330,423 | 7,330,423 | ||
Potential shares from Cable Car Loan | ||||
Debt Instrument [Line Items] | ||||
Debt amount | $ 1,500,000 | |||
Debt instrument, interest rate, stated percentage | 0% | |||
Debt, term | 13 months | |||
Issuance of common stock (in shares) | 180,000 | |||
Proceeds from issuance of debt | $ 1,500,000 | |||
Debt fee amount | $ 40,740 | |||
Long-term debt | 1,138,668 | 1,138,668 | ||
Unamortized debt issuance expense | 361,332 | 361,332 | ||
Interest expense | $ 98,217 | $ 125,739 |
Long-Term Debt - Schedule of Ma
Long-Term Debt - Schedule of Maturities of Long-Term Debt (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
2024 (remaining) | $ 65,348 | |
2025 | 11,586,784 | |
2026 | 9,198 | |
Long-term debt | 11,661,330 | |
Less: Unamortized debt issuance costs | (7,330,423) | |
Current maturities of long-term debt | (4,294,209) | $ (4,199,362) |
Long-term debt | $ 36,698 | $ 95,982 |
Leases - Assets And Liabilities
Leases - Assets And Liabilities, Lessee (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Operating lease right-of-use assets, net | $ 1,104,784 | $ 1,267,121 |
Operating lease liabilities, current | 382,964 | 361,305 |
Operating lease liabilities | 866,761 | 1,062,633 |
Lease, liability | $ 1,249,725 | $ 1,423,938 |
Leases - Lease, Cost (Details)
Leases - Lease, Cost (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||||
Operating cash flows from operating leases | $ 114,722 | $ 110,277 | $ 228,308 | $ 220,555 |
Leases - Lessee, Operating Leas
Leases - Lessee, Operating Lease, Liability, to be Paid, Maturity (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
2024 (remaining) | $ 233,987 | |
2025 | 476,164 | |
2026 | 490,449 | |
2027 | 206,864 | |
Total payments | 1,407,464 | |
Less: Interest | (157,739) | |
Operating lease liabilities | $ 1,249,725 | $ 1,423,938 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Lessor, Lease, Description [Line Items] | ||||
Non-cash operating lease expense | $ 113,748 | $ 113,535 | $ 227,283 | $ 226,818 |
Operating lease, weighted average remaining lease term | 2 years 10 months 24 days | 3 years 10 months 24 days | 2 years 10 months 24 days | 3 years 10 months 24 days |
Operating lease, weighted average discount rate, percent | 8% | 8% | ||
Lease Term Less than 12 Months | ||||
Lessor, Lease, Description [Line Items] | ||||
Non-cash operating lease expense | $ 5,532 | $ 5,320 | $ 10,851 | $ 10,387 |
Stockholders_ Deficit - Narrati
Stockholders’ Deficit - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 14 Months Ended | |||||
Nov. 30, 2022 $ / shares shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) shares | Dec. 31, 2023 USD ($) $ / shares shares | May 13, 2024 $ / shares | May 12, 2024 $ / shares | Mar. 04, 2024 vote $ / shares shares | |
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized (in dollars per share) | 500,000,000 | 500,000,000 | 100,000,000 | ||||||
Common stock, shares, outstanding (in shares) | 21,441,416 | 21,441,416 | 9,575,925 | 21,437,216 | |||||
Common stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Number of entitled vote | vote | 1 | ||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||||||
Preferred stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | ||||||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | ||||||
Fair value of embedded derivatives upon issuance of convertible debt | $ | $ 5,120,900 | $ 0 | |||||||
Deemed dividend related to warrant modification | $ | $ 0 | 0 | |||||||
Class of warrant or right, modification, liability | $ | 200,513 | 200,513 | |||||||
Accumulated Deficit | |||||||||
Class of Stock [Line Items] | |||||||||
Deemed dividend related to warrant modification | $ | $ (5,185,502) | $ (5,185,502) | |||||||
QT Imaging Private Placement Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Number of securities called by each warrant or right (in shares) | 1 | ||||||||
PubCo Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | $ 2.30 | $ 11.50 | |||||
Shares issued, price per share (in dollars per share) | $ / shares | $ 9.20 | $ 9.20 | |||||||
Total equity proceeds, percentage | 65% | 65% | |||||||
Class of warrant or right, threshold trading days | 20 days | 20 days | |||||||
Class of warrant or right, greater than the market value, percentage | 115% | 115% | |||||||
Class of warrant or right, threshold trading day period | 30 days | 30 days | |||||||
Expiration term | 5 years | ||||||||
Class of warrant or right, outstanding (in shares) | 23,889,364 | 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 | $ 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 | $ 18 | $ 3.60 | $ 18 | |||||
QT Imaging Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 11.67 | ||||||||
Warrants and rights outstanding, fair value | $ | $ 30,975 | $ 462,413 | |||||||
Share-based compensation arrangement by share-based payment award, non-option equity instruments, issued (in shares) | 0 | 0 | 0 | 0 | |||||
Class of warrant or right, outstanding (in shares) | 0 | 0 | 422,064 | ||||||
QT Imaging Remaining Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants and rights outstanding, fair value | $ | $ 15,317 | ||||||||
Private Placement | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, number of shares issued in transaction (in shares) | 342,703 | 0 | 5,995 | 0 | 89,532 | 167,925 | |||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 11.67 | ||||||||
Consideration received on transaction | $ | $ 70,000 | $ 1,026,550 | $ 1,932,850 | ||||||
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 |
Stockholders_ Deficit - Schedul
Stockholders’ Deficit - Schedule of Stock by Class (Details) | Jun. 30, 2024 shares |
Class of Stock [Line Items] | |
Common stock, capital shares reserved for future issuance (in shares) | 47,871,044 |
Common stock warrants | |
Class of Stock [Line Items] | |
Common stock, capital shares reserved for future issuance (in shares) | 23,889,364 |
Potential shares from Pre-Paid Advance | |
Class of Stock [Line Items] | |
Common stock, capital shares reserved for future issuance (in shares) | 11,626,337 |
Merger earnout consideration shares | |
Class of Stock [Line Items] | |
Common stock, capital shares reserved for future issuance (in shares) | 9,000,000 |
Options available under the 2024 Incentive Plan | |
Class of Stock [Line Items] | |
Common stock, capital shares reserved for future issuance (in shares) | 2,358,093 |
Potential shares from Cable Car Loan | |
Class of Stock [Line Items] | |
Common stock, capital shares reserved for future issuance (in shares) | 750,000 |
Potential shares from convertible notes | |
Class of Stock [Line Items] | |
Common stock, capital shares reserved for future issuance (in shares) | 247,250 |
Stockholders_ Deficit - Sched_2
Stockholders’ Deficit - Schedule of Stockholders' Equity Note, Warrants or Rights (Details) - QT Imaging Warrants | 6 Months Ended |
Jun. 30, 2024 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
Beginning balance | 422,064 |
Exercised | (16,320) |
Terminated pursuant to business combination agreement | (405,744) |
Ending balance | 0 |
Stock Incentive Plans - Narrati
Stock Incentive Plans - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Mar. 04, 2024 | Sep. 30, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Feb. 15, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Common stock, capital shares reserved for future issuance (in shares) | 47,871,044 | 47,871,044 | ||||||
Share-based compensation arrangement by share-based payment award, options, issued, number (in shares) | 0 | 0 | ||||||
Number outstanding (in shares) | 0 | 0 | ||||||
Grants (in shares) | 0 | 0 | 0 | 0 | ||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ 0 | $ 0 | ||||||
Employee Stock Option | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Common stock, capital shares reserved for future issuance (in shares) | 2,358,093 | 2,358,093 | ||||||
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] | ||||||||
Common stock, capital shares reserved for future issuance (in shares) | 7,000,000 | |||||||
Expiration period | 10 years | |||||||
Stock ownership percent | 10% | |||||||
Exercise price of common stock, percent | 110% | |||||||
Exercise price of common stock, term | 5 years | |||||||
Number outstanding (in shares) | 0 | 0 | 1,249,809 | |||||
Award requisite service period | 4 years | |||||||
Options terminated (in shares) | 1,237,681 | 1,237,681 | ||||||
Share-based payment arrangement, capitalized, amount | $ 0 | $ 0 | $ 0 | $ 0 | ||||
QT Imaging Incentive Plan | Employee Stock Option | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Expiration period | 10 years |
Stock Incentive Plans - Share-B
Stock Incentive Plans - Share-Based Payment Arrangement, Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Mar. 04, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Number of Options | |||
Ending balance, outstanding (in shares) | 0 | ||
QT Imaging Incentive Plan | |||
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) | $ 24.80 | ||
Cancelled, weighted-average exercise price (in dollars per share) | 22.40 | ||
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 | $ 24.80 | |
Weighted-Average Remaining Contractual Life (years) | |||
Outstanding, weighted-average remaining contractual term (in years) | 6 years 10 months 24 days |
Stock Incentive Plans - Share_2
Stock Incentive Plans - Share-Based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation | $ 0 | $ 208,627 | $ 38,984 | $ 417,255 |
Research and development | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation | 0 | 26,314 | 13,950 | 52,628 |
Selling, general and administrative | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation | $ 0 | $ 182,313 | $ 25,034 | $ 364,627 |
National Institutes of Health_2
National Institutes of Health Subaward (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Aug. 18, 2022 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Grants receivable | $ 25,485 | $ 25,485 | $ 161,638 | $ 1,078,347 | ||
Grants receivable, annual payment timing, duration | 5 years | |||||
Grant receivable, written notice termination, period | 30 days | |||||
Total costs incurred, grants costs | 381,921 | |||||
Costs incurred, grants costs | 25,485 | $ 86,482 | 32,867 | $ 98,717 | ||
Research and development | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Grant income | 10,040 | |||||
Costs incurred, grants costs | 75,724 | 17,071 | 86,847 | |||
Selling, general and administrative | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Grant income | $ 15,445 | |||||
Costs incurred, grants costs | $ 10,758 | 15,796 | $ 11,870 | |||
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 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate reconciliation, percent | 0% | 0% | 0% | 0% |
Related Party Transactions (Det
Related Party Transactions (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||||||||
Apr. 17, 2024 USD ($) | Mar. 04, 2024 USD ($) | Jun. 30, 2024 USD ($) shares | Jul. 31, 2020 USD ($) stockholder note $ / shares | Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) | Apr. 05, 2024 | Dec. 31, 2023 USD ($) shares | Oct. 26, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 15, 2023 USD ($) | Sep. 12, 2023 USD ($) | Aug. 29, 2023 USD ($) | Aug. 15, 2023 USD ($) | Jul. 31, 2023 USD ($) | Jun. 12, 2023 USD ($) | May 03, 2023 USD ($) restatement | Mar. 31, 2022 | ||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Issuance of common stock | $ 70,000 | [1] | $ 1,026,550 | ||||||||||||||||||
Common stock, shares, issued (in shares) | shares | 21,441,416 | 21,441,416 | 21,441,416 | 9,575,925 | |||||||||||||||||
Number of restatement | restatement | 6 | ||||||||||||||||||||
Contract with customer, liability | $ 31,746 | $ 31,746 | $ 31,746 | $ 347,619 | |||||||||||||||||
Deferred revenue (refund) | (315,873) | 0 | |||||||||||||||||||
Related Party | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Contract with customer, liability | 0 | 0 | 0 | 300,000 | |||||||||||||||||
2020 Notes | Related Party | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Number of convertible notes issued | note | 3 | ||||||||||||||||||||
Number of stockholders | stockholder | 3 | ||||||||||||||||||||
Debt instrument, face amount | $ 3,143,725 | $ 3,500,000 | $ 3,143,725 | $ 3,143,725 | 3,143,725 | ||||||||||||||||
Debt instrument, interest rate, stated percentage | 5% | 8% | |||||||||||||||||||
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 | 247,250 | 247,250 | 247,250 | ||||||||||||||||||
Interest receivable | $ 463,629 | $ 463,629 | $ 463,629 | $ 377,772 | |||||||||||||||||
Interest expense | 42,929 | 45,421 | 85,857 | 90,344 | |||||||||||||||||
Working Capital Loan and Extension Note | Related Party | Working Capital Loans | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Debt instrument, face amount | 705,000 | 705,000 | 705,000 | $ 250,000 | |||||||||||||||||
Debt instrument, additional principal amount | $ 55,000 | $ 50,000 | $ 75,000 | $ 100,000 | $ 75,000 | $ 100,000 | |||||||||||||||
Working Capital Loan and Extension Note | Related Party | Extension Note | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Notes assumed | $ 1,560,000 | ||||||||||||||||||||
Management Services and Business Associate Agreement | Related Party | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Management fee expense | 0 | 12,000 | 12,000 | 24,000 | |||||||||||||||||
Services Agreement | Related Party | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Services agreement, service term | 1 year | ||||||||||||||||||||
Services agreement, incurred amount | 10,521 | 10,521 | |||||||||||||||||||
Space and Equipment Sublease Agreement | Related Party | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Sublease periodic payments | $ 5,666 | ||||||||||||||||||||
Sublease term | 1 year | ||||||||||||||||||||
Sublease renewal term | 1 year | ||||||||||||||||||||
Proceeds from rents received | 16,998 | 16,998 | |||||||||||||||||||
Foundation | Related Party | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Contract with customer, liability | $ 100,000 | $ 200,000 | |||||||||||||||||||
Deferred revenue (refund) | $ (300,000) | $ (300,000) | $ (300,000) | $ (300,000) | $ (300,000) | ||||||||||||||||
[1] (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). |