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

Rhea-AI Filing Summary

QT Imaging Holdings, Inc. (QTIH) announced market effectiveness of a 3:1 reverse stock split on October 24, 2025. The company disclosed the update via a press release titled “QT Imaging 3:1 Reverse Stock Split Market Effective on October 24, 2025,” furnished as Exhibit 99.1.

The notice was provided under Item 8.01 (Other Events) in a current report, with the filing signed by Chief Executive Officer Raluca Dinu.

Insights

Capital Markets Analyst

Reverse split at 3:1 is now market‑effective; capital structure changes, operations unchanged by this filing.

QT Imaging Holdings, Inc. reported a market‑effective 3:1 reverse stock split on October 24, 2025. A reverse split consolidates shares so that three pre‑split shares become one post‑split share. This action typically adjusts the share count and per‑share price mechanically while leaving the company’s aggregate equity value and rights per holder proportionally aligned, absent other actions.

The filing discloses the ratio and effectiveness date and provides a press release as an exhibit. It does not alter revenue, cash, debt, or operations. The practical impact lies in tradability, per‑share metrics, and administrative items like updated tick sizes or post‑split accounting, which follow from the split mechanics.

Key items to watch: confirmation of post‑split shares outstanding, any treatment of fractional shares, and the first trading days after October 24, 2025 to verify proper split implementation across brokers and clearing. Monitor upcoming filings for any follow‑on actions tied to the new capital structure.

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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 24, 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 8.01    Other Events

On October 24, 2025, QT Imaging Holdings, Inc. (the “Company”) issued a press release with respect to the announcing the market effectiveness of the Company’s reverse stock split as of October 24, 2025, entitled “QT Imaging 3:1 Reverse Stock Split Market Effective on October 24, 2025”. 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 24, 2025, entitled “QT Imaging 3:1 Reverse Stock Split Market Effective on October 24, 2025.”
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 24, 2025

By:

/s/ Raluca Dinu

Name:

Raluca Dinu

Title:

Chief Executive Officer

FAQ

What did QTIH announce in its 8-K?

The company announced market effectiveness of a 3:1 reverse stock split on October 24, 2025.

What is the reverse split ratio for QTIH?

The reverse split ratio is 3:1.

When did the reverse split become market effective for QTIH?

It became market effective on October 24, 2025.

Where can I read more details about QTIH’s reverse split?

See the press release titled “QT Imaging 3:1 Reverse Stock Split Market Effective on October 24, 2025,” furnished as Exhibit 99.1.

Who signed the QTIH filing?

The report was signed by Raluca Dinu, Chief Executive Officer.

What securities are registered for QTIH on an exchange?

The filing lists None for securities registered under Section 12(b), with N/A for exchange.