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QT Imaging Holdings, Inc. has filed a shelf registration to offer, from time to time, up to $100,000,000 of securities under a base prospectus.
The shelf covers Common Stock, Preferred Stock, Debt Securities, Warrants and Units to be issued in one or more series or combinations, with specific terms to be provided in prospectus supplements. As of March 26, 2026, the Company reported 12,042,500 shares of Common Stock outstanding. The registration statement is a preliminary prospectus dated March 27, 2026 and offerings may not occur until an applicable prospectus supplement is delivered.
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.
QT Imaging Holdings reported strong growth for 2025, with revenue of $18.9 million, up from $4.9 million in 2024, driven by shipping a record 40 Breast Acoustic CT scanners. Fourth quarter 2025 revenue was $8.3 million, reflecting 877% year-over-year growth and 97% sequential growth.
Despite this expansion, the company recorded a 2025 net loss of $21.1 million, or $2.01 per share, largely influenced by $8.8 million of other expense tied to debt-related non-cash items and fair value changes. Non-GAAP adjusted EBITDA improved to $(3.5) million from $(7.4) million, showing better underlying performance.
QT Imaging ended 2025 with $10.5 million in cash, restricted cash, and cash equivalents and positive stockholders’ equity of $6.4 million. For 2026, it affirmed revenue guidance of approximately $39 million, more than double 2025, supported by contracted scanner minimum order quantities and initial QTI Cloud Platform revenue.
QT Imaging Holdings, Inc. files its annual report describing a breast imaging business built around its QT Breast Scanner, a 3D ultrasound tomography system that avoids ionizing radiation and breast compression. The device received initial FDA 510(k) clearance in June 2017, an additional quantitative breast density clearance in August 2022, and a further clearance on March 10, 2026 for an enhanced configuration that improves imaging of posterior breast tissue near the chest wall.
The company outlines a strategy to evolve from a hardware maker into a precision imaging platform by adding a cloud SaaS infrastructure and future AI modules for quantitative biomarkers and diagnostic decision support. It targets the breast imaging market, which the report cites at about $6.04 billion globally in 2025, and references broader medical imaging and cancer screening markets. Commercially, QT Imaging has an exclusive U.S. distribution agreement with NXC Imaging, tied to minimum order quantities, and exclusive distribution deals with Gulf Medical Co. in Saudi Arabia and Al Naghi Medical Co. in the UAE. The Al Naghi agreement includes minimum orders totaling 43 scanners from 2026 through 2028, representing more than $24 million in revenue commitments, subject to performance and supply conditions.
Taylor Ross reported acquisition or exercise transactions in this Form 4 filing.
QT Imaging Holdings director Taylor Ross received an equity grant of 3,500 shares of Common Stock on March 20, 2026, at no cash cost. Following this award, Ross directly holds 60,578 shares. The grant is in the form of Restricted Stock Units that vest in four equal installments on May 15, 2026, August 15, 2026, November 15, 2026, and February 15, 2027, subject to continued service. All units vest immediately if there is a Change of Control under the company’s 2024 Equity Incentive Plan.
QT Imaging Holdings director Zeev Weiner increased his stake through equity compensation transactions. On March 17, 2026 he exercised stock options covering 23,054 shares of Common Stock at exercise prices of $2.2452 and $1.9950 per share, retaining the acquired shares. On March 20, 2026 he received a grant of 3,500 shares of Common Stock at no cost, reflecting a restricted stock unit award that vests in four equal installments between May 15, 2026 and February 15, 2027, with full vesting upon a Change of Control. Following these transactions, he directly holds 55,093 shares of Common Stock, and the filing indicates all reported derivative option positions tied to these exercises have been fully exercised.
GREENE JAMES S reported acquisition or exercise transactions in this Form 4 filing.
QT IMAGING HOLDINGS, INC. director James S. Greene reported an equity award of 3,500 shares of Common Stock, bringing his direct holdings to 3,500 shares. The award is structured as Restricted Stock Units that vest 25% on each of May 15, 2026, August 15, 2026, November 15, 2026, and February 15, 2027, subject to his continued service. All RSUs will fully vest immediately if there is a Change of Control as defined in the company’s 2024 Equity Incentive Plan.
Jennings Jay Walter reported acquisition or exercise transactions in this Form 4 filing.
QT Imaging Holdings, Inc. reported that Chief Financial Officer Jay Walter Jennings received a grant of 2,800 shares of common stock on March 20, 2026 as a stock award. The grant price per share was $0.00, and his direct holdings after the award total 2,800 shares.
According to the vesting schedule, one-third of the related restricted stock units vest on May 15, 2027, with the remaining two-thirds vesting in eight equal quarterly installments on each subsequent August 15, November 15, February 15, and May 15, so that the grant is fully vested on May 15, 2029. All such units will immediately vest if there is a Change of Control as defined in the company’s 2024 Equity Incentive Plan.
KLOCK JOHN C JR reported acquisition or exercise transactions in this Form 4 filing.
QT Imaging Holdings, Inc. reported that director and ten percent owner John C. Klock Jr. received a grant of 3,500 shares of Common Stock as a restricted stock unit award at a stated price of $0.00 per share, increasing his direct holdings to 3,500 shares.
According to the award terms, 25% of the RSUs will vest on each of May 15, 2026, August 15, 2026, November 15, 2026, and February 15, 2027, as long as he continues serving the company. All units will vest immediately if there is a Change of Control under the company’s 2024 Equity Incentive Plan.
Dinu Raluca reported acquisition or exercise transactions in this Form 4 filing.
QT Imaging Holdings, Inc. reported that Chief Executive Officer Raluca Dinu received equity awards of common stock as compensation. On March 20, 2026, she was granted 3,500, 500,000, and 16,000 shares of common stock at a price of $0.00 per share under the company’s equity plan.
After these awards, the filing shows she directly owns 908,845 common shares. Footnotes explain these are restricted stock units with vesting schedules running from May 15, 2026 through dates as late as February 15, 2030 or May 15, 2029, with full acceleration upon a qualifying Change of Control.