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QT Imaging Holdings (NASDAQ: QTI) reports 2026 shareholder vote outcomes

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

QT Imaging Holdings, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on July 28, 2026. Of the 13,768,903 shares of common stock outstanding and entitled to vote, 8,698,769 shares were represented, constituting a quorum.

Stockholders elected Professor Zeev Weiner and Bryan Timm as Class II directors to serve until the 2029 Annual Meeting. They also ratified BPM LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026 and approved an amendment to the 2024 Equity Incentive Plan to increase shares authorized and reserved for issuance.

Positive

  • None.

Negative

  • None.

Filing Explained

The plan amendment expands shares available for issuance, creating potential future dilution; this filing does not report that the additional shares were issued.

At the July 28, 2026 annual meeting, QT Imaging stockholders approved an amendment increasing the shares authorized and reserved under the 2024 Equity Incentive Plan; the filing reports expanded potential issuance capacity, not an issuance of those shares.

Issuing additional shares increases the total share count and reduces an existing holder’s percentage ownership absent offsetting changes, so the amendment creates potential future dilution if plan shares are later issued.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Item 99.1 Item 99.1
Shares represented at meeting 8,698,769 shares Shares represented at the 2026 Annual Meeting, constituting a quorum
Shares outstanding entitled to vote 13,768,903 shares Common stock outstanding and entitled to vote at the 2026 Annual Meeting
Votes for Professor Zeev Weiner 6,301,278 shares For votes electing Professor Zeev Weiner as Class II director
Votes for Bryan Timm 6,673,820 shares For votes electing Bryan Timm as Class II director
Votes for BPM LLP ratification 8,616,331 shares For votes ratifying BPM LLP as independent registered public accounting firm
Votes for 2024 Equity Incentive Plan amendment 5,683,009 shares For votes approving amendment to increase shares under 2024 Equity Incentive Plan
quorum regulatory
"8,698,769 shares were represented, constituting a quorum."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
Class II director regulatory
"Each of the nominees for Class II director were elected to serve"
A class II director is a member of a company’s board who belongs to one of several staggered groups of directors, each group standing for election in different years. For investors, this matters because staggered terms slow wholesale board turnover—like rotating members of a neighborhood committee—making sudden changes in control or strategy harder and affecting how quickly shareholders can influence corporate direction.
independent registered public accounting firm financial
"BPM LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Equity Incentive Plan financial
"an amendment to the Company’s 2024 Equity Incentive Plan to increase"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did QT Imaging Holdings (QTI) report from its 2026 Annual Meeting?

QT Imaging reported that stockholders elected two Class II directors, ratified BPM LLP as auditor for 2026, and approved an amendment to the 2024 Equity Incentive Plan to increase shares authorized and reserved for issuance.

How many QT Imaging (QTI) shares were represented at the 2026 Annual Meeting?

At the 2026 Annual Meeting, 8,698,769 shares were represented out of 13,768,903 shares of common stock outstanding and entitled to vote, which the company states constituted a quorum for conducting business.

Were QT Imaging (QTI) Class II director nominees elected, and what were the vote totals?

Yes. Professor Zeev Weiner received 6,301,278 votes for and 423,233 withheld. Bryan Timm received 6,673,820 votes for and 50,691 withheld, and both were elected as Class II directors until the 2029 Annual Meeting.

Did QT Imaging (QTI) stockholders ratify BPM LLP as auditor, and how did they vote?

Stockholders ratified BPM LLP as independent registered public accounting firm for the year ending December 31, 2026, with 8,616,331 votes for, 50,067 against, and 32,371 abstentions recorded in the voting results.

What was approved regarding QT Imaging’s (QTI) 2024 Equity Incentive Plan?

Stockholders approved an amendment to QT Imaging’s 2024 Equity Incentive Plan to increase the number of shares authorized and reserved for issuance, with 5,683,009 votes for, 999,875 against, and 41,627 abstentions.

What type of business does QT Imaging Holdings (QTI) operate?

QT Imaging is a public medical device company focused on research, development, and commercialization of imaging systems using low-frequency sound waves, with an emphasis on radiation-free breast imaging and improving accessibility and patient-centered care.
false00018445053 Hamilton LandingSuite 160NovatoCA94949415842-7250QTI00018445052026-07-282026-07-28

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) July 28, 2026
________________________________________________________
QT IMAGING HOLDINGS, INC.
(Exact name of Registrant as Specified in Charter)
________________________________________________________
Delaware001-4083986-1728920
(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)
(415) 842-7250
(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):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading
Symbols
Name of each exchange
on which registered
Common stock, par value $0.0001 per shareQTIThe Nasdaq Stock Market LLC
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 July 28, 2026, QT Imaging Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”).
At the Annual Meeting, of the 13,768,903 shares of the Company’s common stock outstanding and entitled to vote, 8,698,769 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 II director were elected to serve until the Company’s 2029 Annual Meeting of Stockholders or until their respective successors are elected and qualified, by the votes set forth in the table below:
NameForWithhold
Professor Zeev Weiner6,301,278 423,233 
Bryan Timm6,673,820 50,691 
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, 2026, by the votes set forth in the table below:
ForAgainstAbstained
8,616,33150,06732,371
Proposal 3: The stockholders approved an amendment to the Company’s 2024 Equity Incentive Plan to increase to increase the number of shares authorized and reserved for issuance, by the votes set forth in the table below:
ForAgainstAbstained
5,683,009999,87541,627
No other items were presented for stockholder approval at the Annual Meeting.
Item 8.01    Other Events
On July 28, 2026, the Company issued a press release announcing the results of the Annual Meeting, entitled “QT Imaging Holdings Announces Results of 2026 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 July 28, 2026, entitled “QT Imaging Holdings Announces Results of 2026 Annual Stockholder Meeting.”
104Cover 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:July 28, 2026
By:/s/ Raluca Dinu
Name:Raluca Dinu
Title:Chief Executive Officer


Exhibit 99.1

QT Imaging Holdings Announces Results of 2026 Annual Stockholder Meeting

Novato, Calif. – July 28, 2026 - QT Imaging Holdings, Inc. (“QT Imaging” or the “Company”) (NASDAQ: QTI), a medical device company dedicated to transforming breast health management through innovative, radiation-free imaging technology, announced today that at the Annual Meeting of Company’s stockholders (the “Annual Meeting”) held on July 28, 2026, the Company’s stockholders voted to approve (i) the election of Professor Zeev Weiner and Bryan Timm as Class II directors to serve until the Company’s 2029 Annual Meeting of Stockholders or until their respective successors are elected and qualified, (ii) the appointment of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 and (iii) an amendment to the Company’s 2024 Equity Incentive Plan to increase the number of shares authorized and reserved for issuance.
The Company plans to file the results of the Annual Meeting, as tabulated by an independent inspector of elections, on Form 8-K with the Securities and Exchange Commission today.
About QT Imaging Holdings, Inc.
QT imaging is a public medical device company engaged in the research, development, and commercialization of innovative imaging systems that use 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 and follow us on LinkedIn.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260728706279/en/
For media inquiries, please contact:
Investors
CORE IR
Tirth Patel
ir@qtimaging.com
386-295-2215
Media
CORE IR
Matthew Cossel
pr@qtimaging.com
212-655-0924

Filing Exhibits & Attachments

4 documents