QT Imaging Holdings Inc SEC Filings

DICKSON DANIEL H reported acquisition or exercise transactions in this Form 4 filing.

QT Imaging Holdings, Inc. director Daniel H. Dickson reported receiving a grant of 3,500 shares of Common Stock, awarded as restricted stock units at a stated price of $0.0000 per share. Following the award, he directly holds 32,039 Common shares.

According to the vesting terms, subject to his continued service to the company, 25% of the RSUs will vest on each of May 15, 2026, August 15, 2026, November 15, 2026, and February 15, 2027. All RSUs will vest immediately upon a qualifying Change of Control under the company’s 2024 Equity Incentive Plan. The filing also notes that the reported beneficial ownership reflects a 3-for-1 reverse stock split effective October 23, 2025.

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.

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.

Alyeska Investment Group and related parties reported a sizable position in QT Imaging Holdings, Inc. common stock. As of December 31, 2025, they beneficially owned 1,178,317 shares, representing 9.99% of the company’s common stock.

The position is held through 670,683 common PIPE shares, pre-funded warrants for 440,427 shares, and warrants for 1,111,111 shares. These warrants are subject to a 9.9% beneficial ownership limitation, meaning they can only be exercised to a level where Alyeska would hold up to 9.9% of QT Imaging’s outstanding common stock after exercise.

The ownership figures are based on 11,902,198 shares outstanding, as disclosed in QT Imaging’s prospectus dated December 31, 2025. Alyeska certifies that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the company.

QT Imaging Holdings, Inc. received an updated ownership report from investment firm Lynrock Lake entities and Cynthia Paul. As of December 31, 2025, they beneficially owned 1,154,586 shares of QT Imaging common stock, representing 9.7% of the outstanding shares based on 11,902,198 shares reported outstanding.

The shares are directly held by Lynrock Lake Master Fund LP, with voting and investment power delegated to Lynrock Lake LP as investment manager and influenced by Cynthia Paul through her roles at the related entities. Lynrock Lake Master also holds warrants that are currently restricted by approximately 4.9% beneficial ownership limits. The filing states the position is held in the ordinary course of business and not for the purpose of changing or influencing control of QT Imaging.

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.

QT Imaging Holdings chairman Avi Katz reported new purchases of company securities. On January 22, 2026, he bought 24,107 shares of common stock at $6.43 per share, bringing his directly held common stock to 413,452 shares, adjusted for a 3-for-1 reverse stock split effected on October 23, 2025.

On the same date, he also purchased 48,214 private warrants with a $6.43 exercise price. Each warrant is exercisable for one share of common stock starting July 22, 2026 and expiring on July 22, 2036. Following these transactions, he directly holds 48,214 private warrants in addition to his common shares.

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.

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.