QT Imaging Holdings, Inc. (NASDAQ:QTI) a medical device company engaged in research, development, and commercialization of innovative body imaging systems (the “Company” or “QTI”) is pleased to announce an insiders private investment in public equities (PIPE) investment of $1.0 million in new funding, led by the Chairman of the Board, Dr. Avi Katz, and the Chief Executive Officer, Dr. Raluca Dinu, with participation of an additional four QTI Board of Directors members (the “Investors”). In addition, one existing creditor of the Company managed by Dr. Katz, GigAcquisitions5, LLC, agreed to surrender to the Company and cancel a promissory note that it holds with a principal amount of $1.56 million as an additional Investor. Under the terms of the securities purchase agreement entered into today, the Investors agreed to purchase 4,383,558 unregistered shares of common stock of QTI at a price of $0.584 per share, together with 4,383,558 warrants with an exercise price of $0.672 per share. The price per share represents a premium of approximately 10% to QTI common stock’s volume weighted average trading price over the last 5 days prior to today’s investment. The closing of the financing is anticipated to be on or before November 29, 2024, and it was placed directly by QTI, thus it included no associated banking fees. The proceeds are aimed solely at providing working capital for the Company as sufficient bridge funding while it continues to pursue its agreements with its previously announced strategic partner, and it successfully executes on its commercialization growth plan.

“Today’s PIPE investment proves the continuous trust of the entire QTI Board of Directors in the Company’s vision and execution, and its full commitment to supporting the QTI team to bringing its safe and accurate breast imaging technology to full commercialization,” said Dr. Avi Katz, Chairman of Board of Directors.

About QT Imaging Holdings, Inc.

QT Imaging Holdings, Inc. is a public (NASDAQ: QTI) medical device company engaged in research, development, and commercialization of innovative body imaging systems using low frequency sound waves. QT Imaging Holdings, Inc. 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. For more information on QT Imaging Holdings, Inc., please visit the company’s website at www.qtimaging.com.

Breast Acoustic CT™ is a trademark of an affiliate of QT Imaging Holdings, Inc.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements contain words such as “will,” and “expect,” or the negative thereof or comparable terminology, and include (without limitation) statements regarding the closing of the financing, the status of negotiation of agreements with a strategic partner, plans for QT Imaging Holdings, new product development and introduction, and product sales growth and projected revenues. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement. These risks include, but are not limited to: research results from the use of the Breast Acoustic CT™ Scanner, the ability of QT Imaging Holdings to sell and deploy the Breast Acoustic CT™ Scanner, the ability to extend product offerings into new areas or products, the ability to commercialize technology, unexpected occurrences that deter the full documentation and “bring to market” plan for products, trends and fluctuations in the industry, changes in demand and purchasing volume of customers, unpredictability of suppliers, the ability to attract and retain qualified personnel and the ability to move product sales to production levels. Additional factors that could cause actual results to differ are discussed under the heading “Risk Factors” and in other sections of QT Imaging Holding’s (and its predecessor, GigCapital5, Inc.) filings with the SEC, and in its other current and periodic reports filed or furnished from time to time with the SEC. All forward-looking statements in this press release are made as of the date hereof, based on information available to QT Imaging Holdings as of the date hereof, and QT Imaging Holdings assumes no obligation to update any forward-looking statement.

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