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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, Inc. registers for resale 29,336,017 shares of Common Stock by selling securityholders pursuant to registration rights and related warrant agreements.
This registration covers (i) 2,562,334 issued common shares and (ii) 26,773,683 warrant shares issuable upon exercise of various warrants (Five Year, Ten Year, Subscription and Pre-Funded Warrants and the Lynrock Lake Warrant). The Company will not receive proceeds from resale by the selling securityholders but will receive proceeds if Warrants are exercised for cash. Shares outstanding were 12,042,500 as of March 24, 2026; post‑offering pro forma shares assuming cash exercise of all registered Warrants would be 38,667,630. The registration converts a prior Form S-1 into a Form S-3 and updates disclosures, including financing, reverse split (3:1 effective Oct 23, 2025), credit facility with Lynrock Lake and multiple private placements.
QT Imaging Holdings, Inc. converted a post-effective amendment to a Form S-3 to register the resale of 2,932,836 shares of Common Stock (post-3:1 reverse split equivalent). The registrant states these shares consist of PIPE Shares, PIPE Warrant Shares and ICR Shares and may be sold "from time to time" by the selling securityholders.
The company will not receive proceeds from resale by the selling securityholders, but may receive up to $2,945,750 if the PIPE Warrants are exercised for cash; proceeds from any cash exercises are intended for working capital and general corporate purposes. Shares outstanding were 12,042,500 as of March 24, 2026.
QT Imaging Holdings, Inc. converts its post-effective Form S-1 into a Form S-3 and registers up to 7,931,770 shares of Common Stock (post-Reverse Stock Split) to cover shares issuable upon warrant exercises, plus resale registration for up to 4,112,029 shares by selling securityholders and 296,445 warrants.
The filing updates disclosures following a 3:1 reverse stock split effective October 23, 2025, restates the composition of previously issued founder, private placement, working capital and closing shares, and confirms the Company could receive up to $54.9 million if all warrants are exercised for cash. The selling holders may sell their registered shares from time to time; the Company will not receive proceeds from those secondary sales.
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.