S-8 1 s-8021425.htm S-8 Document

As filed with the Securities and Exchange Commission on February 12, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QT Imaging Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware86-1728920
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
QT Imaging Holdings, Inc. 2024 Incentive Plan
(Full title of the plan)
Dr. Raluca Dinu
Chief Executive Officer
3 Hamilton Landing, Suite 160
Novato, CA 94949
(650) 276-7040
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Jeffrey C. Selman
DLA Piper LLP (US)
555 Mission Street, Suite 2400
San Francisco, CA 94105
(415) 615-6035 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filed☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
Emerging growth company☒
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 7(a)(2)(B) of the Securities Act. ☐



EXPLANATORY NOTE

This Registration Statement has been filed by QT Imaging Holdings, Inc. (the “Registrant”) to register 1,338,411 additional shares of common stock, par value $0.0001 per share (“Common Stock”) of the Registrant, to be offered pursuant to the QT Imaging Holdings, Inc. 2024 Incentive Plan (the “Plan”).

Initial shares of the Plan were registered pursuant to that Registration Statement on Form S-8, filed with the Securities and Exchange Commission (the “Commission”) on May 23, 2024 (the “2024 Registration Statement”). Pursuant to General Instruction E to Form S-8 regarding registration of additional securities, the entire contents of the 2024 Registration Statement are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

The following documents previously filed by the Registrant with the Commission under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference into this Registration Statement

•The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Commission on March 25, 2024;
•The Registrant’s Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2024 filed with the Commission on May 13, 2024, for the quarterly period ended June 30, 2024 filed with the Commission on August 8, 2024, and for the quarterly period ended September 30, 2024 filed with the Commission on November 13, 2024;
•The Registrant’s Current Reports on Form 8-K or Form 8-K/A filed with the Commission on March 25, 2024, April 1, 2024, April 8, 2024, April 19, 2024, May 10, 2024 (solely with respect to Item 8.01), May 10, 2024, May 13, 2024, June 21, 2024, June 25, 2024, August 8, 2024 (solely with respect to Item 8.01), September 10, 2024, September 13, 2024, September 30, 2024, November 1, 2024, November 12, 2024, November 13, 2024 (solely with respect to Item 8.01), December 12, 2024, December 20, 2024, January 10, 2025, January 24, 2024, and January 28, 2025; and
•The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on May 23, 2024, pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.


2

Item 8. Exhibits.

The following exhibits are filed as a part of or incorporated by reference into this Registration Statement:

Exhibit No.Exhibit DescriptionFiled HerewithIncorporated by Reference Herein from Form or ScheduleFiling DateCommission File / Reg. Number
3.18-K03/08/2024001-40389
3.28-K03/08/2024001-40389
4.1S-4/A02/05/2024333-269760
5.1X
10.18-K03/08/2024001-40389
23.1X
23.2X
23.3Consent of DLA Piper LLP (US) (included in Exhibit 5.1).X
24.1Powers of Attorney (included on the signature page to this Registration Statement).X
107X






SIGNATURES
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, on this February 12, 2025.

QT Imaging Holdings, Inc.
By:/s/ Dr. Raluca Dinu
Name:Dr. Raluca Dinu
Title:Chief Executive Officer





POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr. Raluca Dinu, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this registration statement on Form S-8 has been signed below by the following persons on behalf of the Company in the capacities and on the dates indicated.

NameTitleDate
/s/ Dr. Raluca Dinu

Chief Executive Officer and Director

February 12, 2025
Dr. Raluca Dinu
(Principal Executive Officer)
/s/ Anastas Budagov

Chief Financial Officer

February 12, 2025
Anastas Budagov
(Principal Financial Officer)
/s/ Dr. John Klock

DirectorFebruary 12, 2025
Dr. John Klock
/s/ Dr. Avi Katz

DirectorFebruary 12, 2025
Dr. Avi Katz
/s/ Ross Taylor

DirectorFebruary 12, 2025
Ross Taylor
/s/ Daniel Dickson

DirectorFebruary 12, 2025
Daniel Dickson
/s/ James GreeneDirectorFebruary 12, 2025
James Greene
/s/ Prof. Zeev WeinerDirectorFebruary 12, 2025
Prof. Zeev Weiner