QT Imaging, Inc. Announces Plans to Go Public through a De-SPAC Merger

QT Imaging

Innovative MedTech company supported by US Capital Global Securities engages ARC Group to identify SPAC partner and advise on merger.

SAN FRANCISCO, JUNE 2022 – Following continued international expansion in Q1 2022, QT Imaging, Inc. (“QT Imaging”) today announced its intention to become a public company this year through a de-SPAC transaction. QT Imaging has engaged ARC Group to advise them in the process. QT Imaging is a privately held developer of innovative, proprietary body imaging technology, offering patients a safe, radiation-free, accurate, and painless scanning alternative to traditional radiation emittance or MRI technology. The company is currently seeking $30 million through a convertible note offering, with US Capital Global Securities LLC, an affiliate of US Capital, as placement agent.

Headquartered in San Francisco, US Capital is a full-service private financial group with an established track record in investment banking, asset management, and capital formation services. All securities are offered by the group through its FINRA-member, SEC-registered broker-dealer affiliate, US Capital Global Securities LLC.

“We are extremely pleased to announce our intention to go public this year,” said John C. Klock, M.D., CEO and Chief Medical Officer at QT Imaging. “The company is at an inflection point in its international expansion and the past twelve months have seen a string of notable achievements and business milestones. The medical imaging market is estimated at $40 billion globally and $10 billion in the United States annually, and we believe QT Imaging’s ground-breaking FDA-approved technology has the potential to significantly impact this growing market.”

QT Imaging ’s first product, the QT Breast Scanner, is FDA-cleared for whole breast imaging and can be used for medical screening and diagnosis. The company’s primary product, QTscan®, has demonstrated in clinical trials to have superior sensitivity and specificity to X-ray mammography and can safely identify the difference between benign and problematic tissue without the need for compression, injections, and potentially harmful radiation.

“We are delighted to be supporting QT Imaging during this exciting period in its growth,” said Frank Villarreal, Senior Vice President at US Capital Global Securities. “With the additional working capital provided by the de-SPAC merger, QT Imaging plans to increase its product development for orthopedics and infant imaging and expand its marketing efforts significantly to be able to demonstrate significant sales growth in 2023. The company’s proprietary technology is protected by eight US and European patents along with an addition twelve pending, all wholly owned by the company. If you are interested in QT Imaging, the opportunity to participate in this $30 million convertible note offering is currently still open to eligible investors.”

About QT Imaging

QT Imaging is a privately held medical device company engaged in the research, development, and commercialization of innovative body imaging systems using low energy sound. This contrasts with traditional medical imaging using ionizing radiation (e.g., X-ray and CT) or magnetic fields (e.g., MRI), which may require contrast injections and specialized facilities. Its clinical trials have been conducted at prestigious institutions in the US and Europe. The QT Breast Scanner is available in Asia through a joint venture with TCL Healthcare Equipment and in Europe, the Middle East, and North Africa through a distribution arrangement with QT Scan, B.V. www.qtimaging.com

About ARC Group

ARC Group is an international financial services firm headquartered in Shanghai. Established in 2015, ARC is one of the worldwide leaders in SPAC formation and de-SPAC mergers. ARC has six international offices and over 60 finance staff and had over $3.9 billion USD in transactions in 2021. www.arc-group.com

About US Capital

US Capital Global Securities LLC (“USCGS”) is the FINRA-member broker-dealer division of US Capital that acts as placement agent for growth-stage companies, projects, and investment funds. Since 1998, US Capital has been committed to providing lower middle market businesses and investors with sophisticated debt, equity, and investment opportunities usually available only to larger middle market companies and institutional investors, using the latest FinTech and RegTech innovation. US Capital entities manage direct investment funds and provide wealth management and capital raise services. USCGS or its affiliates may provide advice to, be compensated by, or may from time to time acquire, hold or sell a position in the securities of the issuers mentioned herein. Any such offer or solicitation shall be made only pursuant to the confidential private placement memorandum. Private debt and equity investments are not suitable for all investors, are generally illiquid, offer no guarantee of returns, and subject investors to possible loss of principal. View USCGS’ Form CRS at https://www.uscapglobalsecurities.com/crs.html.

To learn more about this investment opportunity, email Frank Villarreal, Senior Vice President, at fvillarreal@uscapglobal.com or call +1 415-350-4092.

Disclaimer and Forward-Looking Statements

Securities are offered by US Capital Global Securities, LLC (“USCGS”), a SEC registered broker-dealer and member of FINRA/SIPC. US Capital Global Investment Management, LLC (“USCGIM”), the investment manager of the offering, USCGS, the placement agent for this offering, and the Issuer, are affiliated entities (the “Affiliates”), including other entities under common control.  USCGS or its Affiliates may provide advice to, be compensated by, may have other business relationships with, or may from time to time acquire, hold or sell a position in the securities of, the Company.

This document does not constitute an offer to sell or a solicitation of an offer to buy any security and may not be relied upon in connection with the purchase or sale of any security. Any offer would only be made by means of a formal confidential information memorandum, private placement memorandum, or similar offering documents (“Offering Documents”). Offers and sales will be made only in accordance with applicable security laws and pursuant to the Offering Documents, operating agreement, subscription agreement, and other definitive documentation. Private debt and equity investments are not suitable for all investors, are generally illiquid, offer no guarantee of returns, and subject investors to possible loss of principal.

The information set forth herein has been obtained from the Company and does not purport to be complete and is subject to change. Projections and other forward-looking information as to events that may occur in the future (including projections of revenue, expense, net income and stock performance) are based on information provided by the Company and other publicly available information as of the date of this document. There is no guarantee that any of these estimates or projections will be achieved. Additionally, past performance is not necessarily indicative of future results, and there can be no assurance that targeted or projected returns will be achieved, or that the Company will achieve comparable results.

USCGS has not independently verified any of the information, including the financial estimates and projections, contained herein.  This document is qualified in its entirety by all of the information set forth in the Offering Documents, including without limitation all of the cautionary statements and the sections addressing risk factors and potential conflicts of interest. The Offering Documents must be read carefully in its entirety prior to investing. This document does not constitute a part of the Offering Documents.

The principals of each Affiliate also own and control, either directly or indirectly, each other Affiliate. Conflicts of interest may arise in connection with the principals’ control of the Affiliates. Investors should be aware that these, and other conflicts of interest relating to the Affiliates, are permitted under the terms of the operating agreements between the Affiliates, which are referenced in the Offering Documents. You should not invest unless you are willing to accept these conflicts of interest and the associated risk. This document is intended solely for the addressee(s) and may not be redistributed without the prior permission of USCGS.    Control #: 05022022-QT-FV

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