September 30, 2024 QT Imaging Holdings Announces Favorable Amendment of Convertible Promissory Note

QT Imaging Holdings, Inc. (NASDAQ:QTI), a medical device company engaged in research, development, and commercialization of innovative body imaging systems, is pleased to announce an amendment to its $10,000,000 convertible promissory note with YA II PN, Ltd. (the "Investor," and such promissory note, the "Note").

On September 11, 2024, a trigger event associated with the share price of the company occurred under the terms of the Note. As a result, the company made a payment of $1,500,000 on September 13, 2024, and could have been obligated to make subsequent similar monthly payments. On September 26, 2024, the company and the Investor entered into an amendment of the Note, whereby the parties agreed to amend certain terms of the Note to reduce the company's monthly payment obligations resulting from the trigger event.

The maturity date of the Note was extended approximately 6 months from June 4, 2025, to December 15, 2025. Additionally, the amendment deferred all monthly cash payments due until January 15, 2025, replaced the company's prior monthly payment obligation of approximately $1,500,000 during a trigger event with an unqualified obligation to make monthly payments of approximately $600,000 beginning on January 15, 2025, and waived the potential delisting of the company's common stock from Nasdaq as an event of default under the Note.

"On behalf of the QTI leadership team and Board of Directors, I would like to thank the Yorkville team for their partnership and trust, as the execution of this amendment gives the QTI team the runway to successfully execute its first year plan as a public company, where our keen focus remains the successful commercial shipments of our Breast Acoustic CT™ Scanners in the United States," said Dr. Raluca Dinu, Chief Executive Officer and member of the 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 future payments by QT Imaging Holdings under the Yorkville note, 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 Holdings' (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.