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QT Imaging Holdings 8-K Filings

QTIH OTC Link

Every 8-K that QT Imaging Holdings (QTIH) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow QTIH and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full QTIH filings page.

Rhea-AI Summary

QT Imaging Holdings reported strong first quarter 2026 growth, with revenue of $6.5 million, up 133% from $2.8 million a year earlier, driven by shipments of 13 Breast Acoustic CT scanners versus six in the prior-year period.

Gross margin was 41% compared with 65%, reflecting mix effects, while operating expenses rose to $5.0 million from $2.9 million, leading to a net loss of $3.4 million, a notable improvement from $11.1 million. Cash, restricted cash, and cash equivalents were $7.0 million as of March 31, 2026.

The company extended the maturity of its senior secured term loan to March 31, 2029 and increased the interest rate to 12.0% per annum. It also secured a dedicated Category III CPT code effective January 1, 2027, obtained FDA 510(k) clearance for scanner enhancements, and reaffirmed 2026 revenue guidance of approximately $39 million supported by minimum order commitments and a multiyear UAE distribution agreement totaling more than $24 million in scanner revenue.

Rhea-AI Summary

QT Imaging Holdings, Inc. updated compensation for its top executives. The Board increased Chief Executive Officer Dr. Raluca Dinu’s annual base salary from $550,000 to $605,000, effective March 20, 2026, and approved a cash bonus of $231,993 for her.

Chief Financial Officer Jay Jennings received a cash bonus of $40,576. The Board also granted Dr. Dinu a total of 519,500 restricted stock units (RSUs), split into grants of 3,500, 16,000 and 500,000 RSUs, vesting in scheduled installments from May 15, 2026 through February 15, 2030, contingent on continued service.

Mr. Jennings received a grant of 2,800 RSUs, with 933 RSUs vesting on May 15, 2027 and the remaining 1,867 RSUs vesting in eight quarterly installments through May 15, 2029, also subject to his continued service with the company.

Rhea-AI Summary

QT Imaging Holdings, Inc. released an investor presentation highlighting rapid commercial growth for its breast imaging platform and updated financials. Revenue reached $18.9 million in 2025, up from $4.9 million in 2024, driven by shipment of 40 QT Breast Acoustic CT scanners under distribution agreements.

Q4 2025 revenue was $8.3 million, an 877% year-over-year increase, with 38% gross margin and a net loss of $1.4 million. Adjusted EBITDA improved to $(0.4) million from $(1.9) million a year earlier. The company ended 2025 with $10.5 million in cash after an oversubscribed $18.2 million private placement and new debt financing, and it expects approximately $39 million of revenue in 2026, including initial SaaS cloud platform contributions.

Rhea-AI Summary

QT Imaging Holdings, Inc. reported preliminary unaudited results showing record revenue of $8.3 million in Q4 2025 and $18.9 million for full-year 2025, exceeding its $18 million outlook. Q4 revenue rose 877% year over year and 97% sequentially, driven by shipment of 17 Breast Acoustic CT™ scanners.

For 2025, revenue grew 288% versus 2024, with 40 scanners shipped. Gross margin was 45% for the year and 38% in Q4. Despite this growth, the company recorded a 2025 net loss of $21.1 million, influenced by $8.8 million of other expense tied to term loan issuance, note extinguishments and fair value changes.

Non-GAAP Adjusted EBITDA improved to $(3.5) million from $(7.4) million in 2024, while net cash used in operating activities narrowed to $9.0 million. Cash, restricted cash and equivalents reached $10.5 million at year-end 2025 after an $18.2 million private placement and new debt financings. The company relisted on Nasdaq and is pivoting from pure hardware to a SaaS and biomarker-driven imaging platform, and it projects 2026 revenue of about $39 million, including initial SaaS Cloud Platform contributions.

Rhea-AI Summary

QT Imaging Holdings, Inc. reports that Nasdaq has approved the listing of its common stock on the Nasdaq Capital Market. The shares are expected to begin trading under the ticker symbol “QTI” on January 28, 2026, moving from a prior trading venue not described here.

The company highlights that this uplisting remains subject to meeting Nasdaq’s ongoing listing standards and pairs the news with an extensive caution about forward-looking statements. It notes risks around successfully commercializing its QT Imaging Breast Acoustic CT™ Scanner, expanding product offerings, securing financing, addressing a material weakness in internal controls, and meeting business milestones. A press release announcing the uplisting is filed as Exhibit 99.1.

Rhea-AI Summary

QT Imaging Holdings, Inc. entered into a private placement on January 22, 2026 with its board chairman, Dr. Avi Katz. The company sold 24,107 shares of common stock at $6.43 per share, a price equal to 110% of the 5-day volume-weighted average, and issued a 10-year warrant to purchase up to 48,214 additional shares at the same exercise price. Gross proceeds were about $155,002, which the company plans to use for working capital.

The parties signed a Securities Purchase Agreement and a Registration Rights Agreement. QT Imaging agreed to register the resale of the purchased shares and warrant shares within specified deadlines, with cash liquidated damages of 0.5% of the subscription amount per month if certain resale-blocking events occur. The company also filed unaudited pro forma financial information reflecting this transaction, an earlier October 2025 private placement of approximately $18,180,655, and repayment of $5,360,477 of debt to Lynrock Lake Master Fund LP as if these occurred on January 1, 2025.

Rhea-AI Summary

QT Imaging Holdings, Inc. entered into an exclusive distribution agreement with Al Naghi Medical Co. for the United Arab Emirates. Al Naghi receives exclusive rights to market, advertise and sell QT Breast Acoustic CT Scanners and QTI Cloud Platform SaaS subscriptions in the territory, while QT Imaging retains all intellectual property rights and provides training and professional services.

The agreement runs from January 19, 2026 through January 19, 2029, with an automatic one-year extension if specified minimum purchase and revenue targets are met. If Al Naghi does not meet these minimum requirements in any year, QT Imaging may either end exclusivity in the UAE or terminate the agreement. Al Naghi handles regulatory clearances, logistics, shipping costs and local taxes, and typically pays 50% of each order at placement and 50% within 45 days of shipment. QT Imaging offers limited product warranties ranging from at least one year up to five years, depending on client purchase price.

Rhea-AI Summary

QT Imaging Holdings, Inc. reported that it has prepared and furnished unaudited pro forma condensed consolidated statements of operations and comprehensive loss for each quarter from December 31, 2024 through September 30, 2025. These pro forma statements show how results would look if certain 2025 financing and debt transactions had been in place starting January 1, 2024.

The pro forma information reflects a September 30, 2025 private placement of securities that closed on October 3, 2025, providing aggregate gross proceeds of about $18,180,655 before offering expenses. It also incorporates the October 6, 2025 repayment to Lynrock Lake Master Fund LP of $5.0 million of long-term debt, plus $360,477 of accrued interest and a Tranche B 2025 premium under an amended credit agreement.

In addition, the pro forma figures remove expenses and losses tied to extinguishment or modification of prior debt repaid in February 2025 and the issuance of the Lynrock Lake term loan, as well as certain non-cash items such as interest expense and changes in the fair value of warrant, derivative, and earnout liabilities.

Rhea-AI Summary

QT Imaging Holdings, Inc. filed an update providing unaudited pro forma financial information for the nine months ended September 30, 2025. The pro forma statements show how its balance sheet and results would look if a previously completed private placement and a subsequent debt repayment had occurred on January 1, 2025.

The company completed a private placement of securities on September 30, 2025, which closed on October 3, 2025, generating aggregate gross proceeds of about $18,180,655 before offering expenses. The pro forma information also reflects the October 6, 2025 repayment of $5.0 million of long-term debt, plus $360,477 of accrued interest and the Tranche B 2025 Premium, totaling $5,360,477 paid to Lynrock Lake Master Fund LP. These adjustments help illustrate the company’s capital structure and loss profile as if these financing actions had been in place for the full period.

Rhea-AI Summary

QT Imaging Holdings, Inc. furnished an investor presentation under Item 7.01 (Reg FD). On November 10, 2025, the company posted the presentation to its website and furnished it as Exhibit 99.1 to an 8‑K. The information is being furnished, not filed, is not subject to Section 18 liabilities, and is not incorporated by reference into other filings. The company directs readers to Exhibit 99.1 for forward‑looking statements and related risks.

Rhea-AI Summary

QT Imaging Holdings, Inc. submitted a current report describing that it has released its financial results for the three months ended September 30, 2025. The company announced these quarterly results in a separate press release dated November 10, 2025, which is attached as Exhibit 99.1.

The report specifies that the earnings information in Item 2.02 and Exhibit 99.1 is being furnished to the SEC rather than filed, meaning it is not subject to certain liability provisions and is not automatically incorporated into other registration statements. The filing also notes that the press release includes forward-looking statements and related risk disclosures.

Rhea-AI 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.

Rhea-AI Summary

QT Imaging Holdings, Inc. implemented a reverse stock split of its common stock at a 3:1 ratio. The Certificate of Amendment became effective at 4:01 p.m. Eastern Time on October 23, 2025.

The company’s common stock will begin trading on the OTCQB Venture Market on a reverse split‑adjusted basis on October 24, 2025. Stockholders previously approved a reverse split within a 2:1 to 20:1 range, and the board set the final ratio at 3:1.

Rhea-AI 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.

Rhea-AI Summary

QT Imaging Holdings, Inc. filed unaudited pro forma condensed consolidated financial information for the six months ended June 30, 2025. This pro forma presentation shows how the company’s balance sheet and results of operations would look if two previously disclosed financing transactions had occurred earlier in the year.

The first transaction is a private placement of securities under a Securities Purchase Agreement dated September 30, 2025, which generated aggregate gross proceeds of approximately $18,180,654.59 before expenses. The second is a Warrant Repurchase Agreement under which the company repurchased the Yorkville Warrant from YA II PN, Ltd. for $5,000,000. The pro forma information assumes the private placement occurred on January 1, 2025 and the warrant repurchase cash outflow occurred on February 26, 2025.

Rhea-AI Summary

QT Imaging Holdings disclosed terms of subscription and pre-funded warrants issued in a private placement and related registration rights. The Subscription Warrants include standard adjustments for stock splits and similar events and provide that, in a Fundamental Transaction, holders may receive alternate consideration in the form and proportion offered to common stockholders. The company may, at a holder's option, purchase unexercised portions of Subscription Warrants for cash equal to the Black Scholes value; if the Fundamental Transaction is not within the company's control, holders receive the same form of consideration offered to common stockholders.

The Pre-Funded Warrants are exercisable for 5,424,083 shares of common stock at $0.0001 per share and expire upon full exercise. Under the Registration Rights Agreement entered with purchasers, the company must file a registration statement for resale of registrable securities within 30 days and have it declared effective as promptly as practicable, and in any event within 90 days (or 120 days if the SEC conducts a full review).