[8-K] QT IMAGING HOLDINGS, INC. Reports Material Event

Rhea-AI Filing Summary

QT Imaging Holdings, Inc. announced a reverse stock split of its common stock at a 3:1 ratio. The split will be effective at 4:01 p.m. Eastern Time on October 23, 2025, after which the stock is expected to begin trading on the OTCQB Venture Market on a reverse split–adjusted basis on October 24, 2025. The common stock’s CUSIP will change to 746962307.

Stockholders previously approved a reverse split within a 2:1 to 20:1 range at the August 19, 2025 Annual Meeting, authorizing the board to set the final ratio. The company also disclosed it has submitted an application to relist on the Nasdaq Capital Market and issued a press release on October 20, 2025 detailing these plans.

Insights

Equity capital markets analyst

Reverse split set at 3:1 with OTCQB adjustment and Nasdaq relist bid.

QT Imaging Holdings set a 3:1 reverse split effective at October 23, 2025, following prior stockholder authorization of a 2:1 to 20:1 range. Shares are expected to trade reverse-split adjusted on the OTCQB on October 24, 2025, and the CUSIP will change to 746962307.

The company has submitted an application to relist on the Nasdaq Capital Market, and referenced the reverse split and timing in connection with that effort. Actual outcomes depend on exchange decisions and subsequent compliance steps.

Key items to note include the effective time (4:01 p.m. ET, October 23, 2025), the trading transition on October 24, 2025, and any future updates on the Nasdaq application in subsequent disclosures.

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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) October 17, 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 3.01    Material Modification to Rights of Security Holders

As previously announced in a Current Report on Form 8-K that QT Imaging Holdings, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission on August 20, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on August 19, 2025. At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect a reverse split of the outstanding shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a specific ratio within a range of 2:1 to 20:1, with the specific ratio to be fixed within this range by the Company’s board of directors (the “Board”) in its sole discretion without further stockholder approval (the “Reverse Stock Split”).

On October 17, 2025, the Board determined to fix the Reverse Stock Split ratio at 3:1. The Reverse Stock Split shall be effective as of 4:01 p.m., Eastern Time, on October 23, 2025 (the “Effective Time”), pursuant to the Certificate of Amendment to be filed with the Secretary of State of the State of Delaware.

In connection with the Reverse Stock Split, the CUSIP number of the Common Stock will change to 746962307. The Common Stock is expected to begin trading on the OTCQB Venture Market on a reverse split-adjusted basis on October 24, 2025.

Item 8.01    Other Events

On October 20, 2025, the Company issued a press release announcing that the Company has submitted its application to relist on the Nasdaq Capital Market, and in furtherance thereof, the determination by the Board of the ratio and Effective Time of the Reverse Stock Split, entitled “QT Imaging Announces Plans to Relist on Nasdaq.” 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 October 20, 2025, entitled “QT Imaging Announces Plans to Relist on Nasdaq.”
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:

October 20, 2025

By:

/s/ Raluca Dinu

Name:

Raluca Dinu

Title:

Chief Executive Officer

FAQ

What reverse split did QTIH approve and when is it effective?

QT Imaging set a 3:1 reverse stock split effective at 4:01 p.m. ET on October 23, 2025.

When will QTIH trade on a reverse split–adjusted basis?

The common stock is expected to begin trading reverse split–adjusted on the OTCQB on October 24, 2025.

What new CUSIP will apply to QTIH common stock after the split?

The common stock CUSIP will change to 746962307.

Did QTIH’s stockholders authorize the reverse split range?

Yes. Stockholders approved a range of 2:1 to 20:1 at the August 19, 2025 Annual Meeting, allowing the board to set the ratio.

Is QTIH seeking to relist on Nasdaq?

Yes. The company submitted an application to relist on the Nasdaq Capital Market and issued a press release on October 20, 2025.