qti-20251017

Delaware

001-40839

86-1728920

(State or Other Jurisdiction of

(Commission

(IRS Employer

Incorporation or Organization)

File Number)

Identification Number)

3 Hamilton Landing, Suite 160

Novato, CA 94949

(Address of principal executive offices, including Zip Code)

(650) 276-7040

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

As previously announced in a Current Report on Form 8-K that QT Imaging Holdings, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission on August 20, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on August 19, 2025. At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect a reverse split of the outstanding shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a specific ratio within a range of 2:1 to 20:1, with the specific ratio to be fixed within this range by the Company’s board of directors (the “Board”) in its sole discretion without further stockholder approval (the “Reverse Stock Split”).

On October 17, 2025, the Board determined to fix the Reverse Stock Split ratio at 3:1. The Reverse Stock Split shall be effective as of 4:01 p.m., Eastern Time, on October 23, 2025 (the “Effective Time”), pursuant to the Certificate of Amendment to be filed with the Secretary of State of the State of Delaware.

In connection with the Reverse Stock Split, the CUSIP number of the Common Stock will change to 746962307. The Common Stock is expected to begin trading on the OTCQB Venture Market on a reverse split-adjusted basis on October 24, 2025.

On October 20, 2025, the Company issued a press release announcing that the Company has submitted its application to relist on the Nasdaq Capital Market, and in furtherance thereof, the determination by the Board of the ratio and Effective Time of the Reverse Stock Split, entitled “QT Imaging Announces Plans to Relist on Nasdaq.” A copy of the press release is attached to this Current Report on Form 8-K (this “Current Report”) as Exhibit 99.1 and is incorporated herein by reference.



Exhibit No.						Item

99.1						Press release, dated October 20, 2025, entitled “QT Imaging Announces Plans to Relist on Nasdaq.”

104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.