{"filing":{"accession_number":"0001628280-26-037242","cik":"0001844505","ticker":"QTIWW","company_name":"QT IMAGING HOLDINGS, INC.","form":"8-K","filing_date":"2026-05-21","report_date":null,"primary_document":"form2026x05x21offeringclose.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1844505/000162828026037242/form2026x05x21offeringclose.htm"},"events":[{"id":9566,"run_id":8392,"accession_number":"0001628280-26-037242","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.82,"summary":"QT Imaging Holdings entered into an underwriting agreement on May 15, 2026, for a registered public offering of 1,200,000 common shares at $5.00 per share and 800,000 pre-funded warrants at $4.9999 per warrant, raising approximately $9 million in net proceeds. The pre-funded warrant structure—exercisable at $0.0001 per share—creates substantial dilution typical of small-cap companies in financial stress.","company_name":"QT IMAGING HOLDINGS, INC.","ticker":"QTIWW","filing_date":"2026-05-21","form":"8-K","submitted_at":null,"items":[{"id":1229,"accession_number":"0001628280-26-037242","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"QT Imaging Holdings entered into an underwriting agreement on May 15, 2026, for a registered public offering of 1,200,000 common shares at $5.00 per share and 800,000 pre-funded warrants at $4.9999 per warrant, raising approximately $9 million in net proceeds. While technically a registered offering (not an unregistered private placement), the inclusion of pre-funded warrants—which are exercisable at $0.0001 per share and create substantial dilution—combined with the lock-up restrictions and post-closing equity issuance prohibitions, signals a capital raise typical of small-cap companies in financial stress. The pre-funded warrant structure is a hallmark of dilutive equity financing.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T03:04:52.366924+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1231,"accession_number":"0001628280-26-037242","item_number":"8.01","item_title":"Other Events","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The filing discloses pricing and closing of an \"Offering\" via press releases on May 15 and May 18, 2026. While the Item 8.01 section does not explicitly detail the offering terms, the announcement of both pricing and closing of a securities offering is a material capital-raising event. The reference to an \"Offering\" without specification of registered vs. unregistered status, combined with the disclosure structure and timing, suggests a dilutive equity issuance typical of private placements or similar offerings that would materially affect shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T03:04:52.366924+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":9567,"run_id":8392,"accession_number":"0001628280-26-037242","anchor_item_number":"7.01","event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.75,"summary":"The company furnished an investor presentation containing supplemental product and operational information to its website under Regulation FD, with explicit disclaimers that the disclosure is not filed and does not constitute an admission of materiality.","company_name":"QT IMAGING HOLDINGS, INC.","ticker":"QTIWW","filing_date":"2026-05-21","form":"8-K","submitted_at":null,"items":[{"id":1230,"accession_number":"0001628280-26-037242","item_number":"7.01","item_title":"Regulation FD Disclosure","event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.75,"reasoning":"This is a Regulation FD disclosure of an investor presentation posted to the company's website containing \"supplemental product and operational information.\" The filing explicitly states it is \"furnished\" under Item 7.01 and \"shall not be deemed 'filed'\" or subject to Section 18 liabilities, and the company disclaims any admission of materiality. This is a routine disclosure of investor relations materials rather than a material event triggering a specific 8-K category.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T03:04:52.366924+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":1229,"accession_number":"0001628280-26-037242","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"QT Imaging Holdings entered into an underwriting agreement on May 15, 2026, for a registered public offering of 1,200,000 common shares at $5.00 per share and 800,000 pre-funded warrants at $4.9999 per warrant, raising approximately $9 million in net proceeds. While technically a registered offering (not an unregistered private placement), the inclusion of pre-funded warrants—which are exercisable at $0.0001 per share and create substantial dilution—combined with the lock-up restrictions and post-closing equity issuance prohibitions, signals a capital raise typical of small-cap companies in financial stress. The pre-funded warrant structure is a hallmark of dilutive equity financing.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T03:04:52.366924+00:00","company_name":"QT IMAGING HOLDINGS, INC.","ticker":"QTIWW","filing_date":"2026-05-21"},{"id":1230,"accession_number":"0001628280-26-037242","item_number":"7.01","item_title":"Regulation FD Disclosure","event_type":"other_material","event_domain":"catchall","is_material":false,"confidence":0.75,"reasoning":"This is a Regulation FD disclosure of an investor presentation posted to the company's website containing \"supplemental product and operational information.\" The filing explicitly states it is \"furnished\" under Item 7.01 and \"shall not be deemed 'filed'\" or subject to Section 18 liabilities, and the company disclaims any admission of materiality. This is a routine disclosure of investor relations materials rather than a material event triggering a specific 8-K category.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T03:04:52.366924+00:00","company_name":"QT IMAGING HOLDINGS, INC.","ticker":"QTIWW","filing_date":"2026-05-21"},{"id":1231,"accession_number":"0001628280-26-037242","item_number":"8.01","item_title":"Other Events","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The filing discloses pricing and closing of an \"Offering\" via press releases on May 15 and May 18, 2026. While the Item 8.01 section does not explicitly detail the offering terms, the announcement of both pricing and closing of a securities offering is a material capital-raising event. The reference to an \"Offering\" without specification of registered vs. unregistered status, combined with the disclosure structure and timing, suggests a dilutive equity issuance typical of private placements or similar offerings that would materially affect shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T03:04:52.366924+00:00","company_name":"QT IMAGING HOLDINGS, INC.","ticker":"QTIWW","filing_date":"2026-05-21"}]}