[SCHEDULE 13G] QT Imaging Holdings, Inc. Common Stock SEC Filing

Rhea-AI Filing Summary

Alta Partners LLC reported beneficial ownership of 1,698,704 shares of QT Imaging Holdings, Inc. common stock, representing 5.58% of the class. The filing states these shares are "shares issuable upon exercise of warrants," and Alta Partners reports sole voting and dispositive power over all 1,698,704 shares. The statement affirms the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. The filing is submitted on Schedule 13G and signed by Steven Cohen as Managing Member of Alta Partners LLC.

Positive

• Clear disclosure of ownership: Alta Partners LLC reports the exact number of shares (1,698,704) and percentage (5.58%).
• Sole voting and dispositive power: The filer asserts full control over voting and disposition of the reported shares.
• Held in ordinary course: Certification states the position is held in the ordinary course and not to influence control, consistent with Schedule 13G.

Negative

• None.

Insights

Financial Analyst

TL;DR: Alta Partners holds a disclosed 5.58% position (1,698,704 shares, exercisable warrants), a material passive stake under Schedule 13G.

The filing shows a single reporting entity, Alta Partners LLC, with sole voting and dispositive power over 1,698,704 shares, equal to 5.58% of QTI's common stock. The filing explicitly states the shares are issuable upon exercise of warrants, which is critical for properly classifying the economic exposure. Alta Partners certifies the position is held in the ordinary course and not intended to influence control, consistent with Schedule 13G treatment. For investors, a >5% passive stake is material because it signals a substantial investor interest without active control intentions.

Corporate Governance Expert

TL;DR: A >5% disclosure under Schedule 13G indicates significant ownership while asserting no intent to change control; relevant for governance monitoring.

From a governance perspective, the filing identifies Alta Partners LLC as the sole beneficial owner with sole voting/dispositive authority over the position. The explicit certification that the stake is not held to influence control is required for Schedule 13G status and reduces immediate takeover signaling. The fact the shares are "issuable upon exercise of warrants" should be noted in governance reviews because warrant exercises could alter timing of voting power and dilution profiles, although the filing contains no further terms about those warrants.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

QT IMAGING HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per sahre

(Title of Class of Securities)

746962109

(CUSIP Number)

08/27/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 746962109

1

Names of Reporting Persons

Alta Partners LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,698,704.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,698,704.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,698,704.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.6 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: QT IMAGING HOLDINGS, INC.
(b)	Address of issuer's principal executive offices: 3 HAMILTON LANDING, SUITE 160, NOVATO, CALIFORNIA, 94949.
Item 2.
(a)	Name of person filing: Alta Partners LLC
(b)	Address or principal business office or, if none, residence: 1205 Franklin Avenue Garden City, New York 11530
(c)	Citizenship: New York Limited Liability Company
(d)	Title of class of securities: Common Stock, par value $0.0001 per sahre
(e)	CUSIP No.: 746962109
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,698,704 shares of Common Stock, representing shares issuable upon exercise of warrants.
(b)	Percent of class: 5.58%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,698,704 shares of Common Stock.
	(ii) Shared power to vote or to direct the vote: 0 Shares of Common Stock.
	(iii) Sole power to dispose or to direct the disposition of: 1,698,704 shares of Common Stock.
	(iv) Shared power to dispose or to direct the disposition of: 0 Shares of Common Stock.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Alta Partners LLC

Signature:	/s/ Steven Cohen
Name/Title:	Steven Cohen, Managing Member
Date:	08/28/2025

FAQ

What stake does Alta Partners LLC report in QT Imaging Holdings (QTI)?

Alta Partners LLC reports beneficial ownership of 1,698,704 shares, representing 5.58% of QTI's common stock.

Are the reported QTI shares currently outstanding or issuable on exercise?

The filing specifies the reported shares are shares issuable upon exercise of warrants.

Does Alta Partners claim voting or dispositive power over the QTI shares?

Yes. The filing reports sole voting power and sole dispositive power for all 1,698,704 shares.

Does the Schedule 13G indicate Alta Partners intends to influence control of QTI?

No. The filing certifies the securities were acquired and are held in the ordinary course of business and not to change or influence control.

Who signed the Schedule 13G for Alta Partners LLC and when?

The filing is signed by Steven Cohen, Managing Member of Alta Partners LLC on 08/28/2025.