Dilution profile // every instrument, one screen, from SEC filings

QT IMAGING HOLDINGS, INC. (QTI)

CIK 1844505 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed sub-ratings (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$160M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
LOWwarrants = 6% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
MEDIUM+69% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
MEDIUM~14.6 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2021-11-122026-08-12

Latest: 14.6M shares as of Aug 12, 2026 (10-Q).

⊙
EVIDENCE — filed/published fact
SourceSEC XBRL, cover-page share count
Fielddei:EntityCommonStockSharesOutstanding
As of2026-08-12
HowThe newest cover-page count as filed. It is used as the current count only while it is no more than about 15 months older than the company’s newest periodic filing; the float checker applies a 200-day rule and sets it beside the balance-sheet count.
Open the source document →
Share count fell from 29.5M to 10.6M between Aug 12, 2022 and Nov 11, 2022, a pattern consistent with a reverse split (roughly 1-for-3); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Funded — but tight

~15 months of cash · watch

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Lynrock Lake Warrant25.3M$0.9639——
Pub Co Warrants Expiring March420297.9M$6.9——
Yorkville Warrant5.0M$1.2——
Subscription Warrant4.0M$4.55y—
Pre Funded Warrant1.8M$0.0001——
Private Placement Warrants889,364$0.21——

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 12, 2026 →. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 889,364 underlying shares, as reported Dec 31, 2025 (10-Q).

Reported exercise price: $11.5 (aggregate figure as tagged; individual tranches vary).

Rough fully diluted estimate: 15.5M = 14.6M O/S + 889,364 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Yorkville Pre Paid Advancenot tagged—$1.752——
Cable Car Amendmentnot tagged—$1.7526%—

Notes exactly as the company dimensioned them in its 10-Q filed Aug 12, 2026 →. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding14.6MAug 12, 2026
+ Lynrock Lake Warrant (if exercised)25.3MJun 30, 2026
+ Pub Co Warrants Expiring March42029 (if exercised)7.9MJun 30, 2026
+ Yorkville Warrant (if exercised)5.0MFeb 26, 2025
+ Subscription Warrant (if exercised)4.0MOct 3, 2025
+ Pre Funded Warrant (if exercised)1.8MOct 3, 2025
+ Private Placement Warrants (if exercised)889,364Jun 30, 2026
Fully diluted estimate59.6M+307.0% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $160.3Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Mar 27, 2026$100.0M registeredfiling →
S-1Nov 3, 2025$60.3M registeredfiling →
S-1Jan 16, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 2 executed · 2 registered.

EXECUTEDMay 15, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EFFECTIVEApr 3, 2026SEC declared a registration effective — selling can beginEFFECT →
EFFECTIVEMar 31, 2026SEC declared a registration effective — selling can beginEFFECT →
EFFECTIVEMar 31, 2026SEC declared a registration effective — selling can beginEFFECT →
EFFECTIVEMar 31, 2026SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDMar 27, 2026S-3 registration — capacity to sell shares, not a sale yetS-3 →
UPDATEJan 29, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
EXECUTEDJan 23, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
UPDATEDec 31, 2025Prospectus update — often a resale registration, not necessarily new capital424B3 →
EFFECTIVEDec 31, 2025SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDDec 29, 2025S-1/A registration — capacity to sell shares, not a sale yetS-1/A →
REGISTEREDNov 3, 2025S-1 registration — capacity to sell shares, not a sale yetS-1 →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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