QT Imaging (NASDAQ: QTI) OKs reverse split range, board elections

Rhea-AI Filing Summary

QT Imaging Holdings, Inc. reported the results of its 2025 Annual Meeting of Stockholders held on August 19, 2025. Stockholders representing 20,846,542 of the 28,710,144 shares of common stock entitled to vote were present, establishing a quorum. Two Class I directors, Daniel Dickson and James Greene, were elected, receiving 17,768,717 and 17,798,921 votes “for,” respectively. Stockholders also ratified BPM LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 20,677,932 votes “for.” In addition, stockholders approved an amendment to the Second Amended and Restated Certificate of Incorporation to authorize a reverse stock split at a ratio between 2:1 and 20:1, to be fixed by the Board, with 19,621,693 votes “for.”

Insights

Equity analyst

Shareholders elected directors, ratified the auditor, and approved a flexible reverse stock split authorization.

QT Imaging Holdings, Inc. obtained stockholder approval for routine governance items and a structural capital measure at its 2025 Annual Meeting. Two Class I directors, Daniel Dickson and James Greene, were elected with 17,768,717 and 17,798,921 votes “for,” which supports continuity on the board. BPM LLP was ratified as independent registered public accounting firm for the year ending December 31, 2025, with 20,677,932 votes in favor, maintaining the existing audit relationship.

A key action was approval to amend the company’s charter to enable a reverse stock split at a ratio between 2:1 and 20:1, with 19,621,693 votes in favor, 468,729 against, and 756,120 abstentions. This gives the Board discretion to later implement a reverse split within that range, which can affect the share price and share count once a specific ratio is chosen. The meeting reached a quorum with 20,846,542 shares represented out of 28,710,144 shares outstanding and entitled to vote, indicating substantial shareholder participation in these decisions.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

FORM 8-K

_________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 19, 2025

________________________________________________________

QT IMAGING HOLDINGS, INC.

(Exact name of Registrant as Specified in Charter)

________________________________________________________

Delaware

001-40839

86-1728920

(State or Other Jurisdiction of

(Commission

(IRS Employer

Incorporation or Organization)

File Number)

Identification Number)

3 Hamilton Landing, Suite 160

Novato, CA 94949

(Address of principal executive offices, including Zip Code)

(650) 276-7040

(Registrant's telephone number, including area code)

________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbols

Name of each exchange on which registered

None

N/A

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.07    Submission of Matters to a Vote of Security Holders

On August 19, 2025, QT Imaging Holdings, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”).

At the Annual Meeting, of the 28,710,144 shares of the Company’s common stock outstanding and entitled to vote, 20,846,542 shares were represented, constituting a quorum. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal 1: Each of the nominees for Class I director were elected to serve until the Company’s 2028 Annual Meeting of Stockholders or until their respective successors are elected and qualified, by the votes set forth in the table below:

Name			For									Withhold
Daniel Dickson			17,768,717									103,405
James Greene			17,798,921									73,201

Proposal 2: The stockholders ratified the appointment of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, by the votes set forth in the table below:

For						Against						Abstained
20,677,932						77,906						90,704

Proposal 3: The stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split at a specific ratio within a range of 2:1 to 20:1 to be fixed by the Board, by the votes set forth in the table below:

For						Against						Abstained
19,621,693						468,729						756,120

No other items were presented for stockholder approval at the Annual Meeting.

Item 8.01    Other Events

On August 19, 2025, the Company issued a press release announcing the results of the Annual Meeting, entitled “QT Imaging Holdings Announces Results of First Annual Stockholder Meeting”. A copy of the press release is attached to this Current Report on Form 8-K (this “Current Report”) as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.						Item
99.1						Press release, dated August 19, 2025, entitled “QT Imaging Holdings Announces Results of First Annual Stockholder Meeting”.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:

August 20, 2025

By:

/s/ Raluca Dinu

Name:

Raluca Dinu

Title:

Chief Executive Officer

FAQ

What did QT Imaging (QTI) shareholders approve at the 2025 Annual Meeting?

Shareholders elected two Class I directors, ratified BPM LLP as independent registered public accounting firm for the fiscal year ending December 31, 2025, and approved an amendment to the Second Amended and Restated Certificate of Incorporation to authorize a reverse stock split at a ratio between 2:1 and 20:1, to be fixed by the Board.

How many QT Imaging (QTI) shares were represented at the 2025 Annual Meeting and was there a quorum?

At the 2025 Annual Meeting, 20,846,542 shares of QT Imaging’s common stock were represented out of 28,710,144 shares outstanding and entitled to vote, which constituted a quorum for conducting business.

What were the vote results for the QT Imaging (QTI) Class I director elections?

For the Class I director seats, Daniel Dickson received 17,768,717 votes “for” and 103,405 votes “withheld,” while James Greene received 17,798,921 votes “for” and 73,201 votes “withheld.” Both were elected to serve until the 2028 Annual Meeting of Stockholders or until their successors are elected and qualified.

How did QT Imaging (QTI) shareholders vote on the auditor ratification?

Shareholders ratified the appointment of BPM LLP as QT Imaging’s independent registered public accounting firm for the fiscal year ending December 31, 2025, with 20,677,932 votes “for,” 77,906 votes “against,” and 90,704 abstentions.

What reverse stock split authority did QT Imaging (QTI) shareholders grant the Board?

Shareholders approved an amendment to QT Imaging’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split at a specific ratio within a range of 2:1 to 20:1, with the exact ratio to be fixed by the Board. The proposal received 19,621,693 votes “for,” 468,729 “against,” and 756,120 abstentions.

Did QT Imaging (QTI) disclose any other matters voted on at the 2025 Annual Meeting?

No other items were presented for stockholder approval at the 2025 Annual Meeting beyond the director elections, auditor ratification, and reverse stock split charter amendment.