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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.
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.
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.
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.
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).