QT Imaging Holdings, Inc. filed an 8-K to furnish its audited consolidated financial statements for 2024 and 2023, updated to reflect a 3‑for‑1 reverse stock split effective October 23, 2025. The audit received an unqualified opinion under U.S. GAAP.
For 2024, revenue rose sharply to $4.88 million from $0.04 million in 2023, driven mainly by product sales. Despite this, the company reported a net loss of $8.98 million and a net loss attributable to common stockholders of $14.17 million, or $(2.13) per share. At year-end 2024, QT Imaging held $1.19 million in cash and restricted cash, total assets of $6.09 million, total liabilities of $15.62 million, and a stockholders’ deficit of $(9.54 million).
The notes describe the March 4, 2024 business combination with GigCapital5, significant use of convertible and structured financing, concentration of revenue in a few customers, and subsequent capital arrangements and distribution agreements that management believes will fund the operating plan for at least the next 12 months.
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.
QT Imaging Holdings, Inc. has filed an amended shelf registration to permit the resale of up to 29,336,017 shares of common stock by existing investors. These shares include 2,562,334 shares already issued and additional shares issuable from various five-year, ten-year and pre-funded warrants tied to prior financing transactions.
The company recently effected a 3:1 reverse stock split, approved in August 2025 and effective in October 2025, which adjusted outstanding warrants and share counts. It also entered into a senior secured term loan credit agreement with Lynrock Lake for an aggregate principal amount of $15,100,000, accompanied by a large common stock warrant adjusted to 20,333,623 shares at a $1.20 exercise price after the reverse split.
In 2025 the company completed three private placements raising gross proceeds of approximately $500,000, $200,000 and $18,180,655, issuing common shares and warrants now being registered for resale. QT Imaging will not receive proceeds from investors’ resale of these shares but may receive cash if the registered warrants are exercised. The prospectus also describes exclusive distribution agreements for its QT Breast Scanner in the U.S. and Saudi Arabia and a manufacturing agreement with Canon Medical Systems Corporation.
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.
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.
QT Imaging Holdings (QTIH) reported Q3 results showing higher sales but continued losses. Revenue reached $4,192,101 versus $955,970 a year ago, with gross profit of $1,802,673. Operating loss was $1,652,079 and net loss was $4,557,406. For the nine months, revenue was $10,649,930 and net loss totaled $19,694,921.
Cash and restricted cash were $1,735,400 at quarter‑end, while total liabilities were $21,197,385, resulting in a stockholders’ deficit of $9,076,444. The company completed financings including a senior secured term loan (initially $10.1 million, amended to $15.1 million with Tranche B) and an October 2025 private placement providing gross proceeds of $18,180,655 at $4.50 per share. A 3‑for‑1 reverse stock split became effective October 23, 2025. Customer concentration remained high, with Customer A accounting for 99% of Q3 revenue. Management cites minimum order quantities under U.S. and Saudi Arabia distribution agreements as expected support for future cash flows.
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.