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) December 23, 2025
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QT IMAGING HOLDINGS, INC.
(Exact name of Registrant as Specified in Charter)
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| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 8.01 Other Events
On December 23, 2025, QT Imaging Holdings, Inc. (the “Company”) furnished an unaudited pro forma condensed consolidated statement of operations and comprehensive loss as of and for the three months ended September 30, 2025, an unaudited pro forma condensed consolidated statement of operations and comprehensive loss as of and for the three months ended June 30, 2025, an unaudited pro forma condensed consolidated statement of operations and comprehensive loss as of and for the three months ended March 31, 2025, and an unaudited pro forma condensed consolidated statement of operations and comprehensive loss as of and for the three months ended December 31, 2024 (the “Pro Forma Financial Information”).
The Pro Forma Financial Information gives effect to the Securities Purchase Agreement, (the “Securities Purchase Agreement”) for a private placement (the “Private Placement”) of securities on September 30, 2025, which closed on October 3, 2025, for aggregate gross proceeds to the Company of approximately $18,180,655, before deducting the offering expenses payable by the Company, that the Company disclosed in a Current Report on Form 8-K filed on October 1, 2025 with the SEC, as if the Private Placement had occurred on January 1, 2024.
The Pro Forma Financial Information also gives effect to the repayment on October 6, 2025 of $5.0 million of long-term debt, as well as $360,477 of accrued interest and the Tranche B 2025 Premium, to Lynrock Lake Master Fund LP (“Lynrock Lake”) pursuant to the First Amendment to the Credit Agreement (the “Lynrock Amended Credit Agreement”), as if the Tranche B 2025 Premium had been paid on January 1, 2024.
The Pro Forma Financial Information also gives effect to expenses/losses associated with debt extinguishment/modification of prior debt that was repaid in February 2025 and the issuance of the Lynrock Lake Term Loan which occurred in February 2025, as if they had not been incurred.
The Pro Forma Financial Information also gives effect to non-cash interest expense, change in fair value of warrant liability, change in fair value of derivative liability, and change in fair value of earnout liability, as if they had not been incurred.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| | | | | | | | |
| | |
| Exhibit No. | | Item |
| |
| 99.1 | | QT Imaging Holdings, Inc. Unaudited Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Loss as of and for the Three Months Ended September 30, 2025. |
| | |
| 99.2 | | QT Imaging Holdings, Inc. Unaudited Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Loss as of and for the Three Months Ended June 30, 2025. |
| | |
| 99.3 | | QT Imaging Holdings, Inc. Unaudited Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Loss as of and for the Three Months Ended March 31, 2025. |
| | |
| 99.4 | | QT Imaging Holdings, Inc. Unaudited Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Loss as of and for the Three Months Ended December 31, 2024 |
| | |
| 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: | | December 23, 2025 | | | |
| | | | By: | /s/ Dr. Raluca Dinu |
| | | | Name: | Dr. Raluca Dinu |
| | | | Title: | Chief Executive Officer |
