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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

FORM 8-K

_________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

June 18, 2025

Date of Report (Date of earliest event reported)

________________________________________________________

QT Imaging Holdings, Inc.

(Exact name of Registrant as Specified in Charter)

________________________________________________________

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))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbols

Name of each exchange on which registered

Common stock, par value $0.0001 per share

QTI1

The Nasdaq Stock Market LLC

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).

Emerging growth company x

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

_______________________

1QT Imaging Holdings, Inc. (the “Company”) has received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) that it has commenced proceedings to delist the Company’s common stock (ticker symbol: QTI) from Nasdaq, and suspended trading in the Company’s common stock pending the completion of such proceedings. As a result, effective January 28, 2025, the Company’s common stock commenced trading in the over-the-counter market under the symbol “QTIH”, and the trading of the common stock was upgraded to the OTCQB Venture Market on March 11, 2025.

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Item 8.01     Other Items

On June 18, 2025, QT Imaging Holdings, Inc. (the “Company”) furnished an unaudited pro forma condensed consolidated balance sheet and statement of operations and comprehensive loss as of and for the three months ended March 31, 2025 (the “Pro Forma Financial Information”). The Pro Forma Financial Information gives effect to the amendments entered into by the Company on June 11, 2025 to the warrants previously issued to Lynrock Lake Master Fund LP and YA II PN, Ltd. that the Company disclosed on June 12, 2025 in a Current Report on Form 8-K filed on June 12, 2025 with the Securities and Exchange Commission (the “SEC”), as if these warrants, as amended, had been in existence as of March 31, 2025.

Item 9.01     Financial Statements and Exhibits.

(d)Exhibits:

Exhibit No.						Description
99.1						QT Imaging Holdings, Inc. unaudited pro forma condensed consolidated balance sheet and statement of operations and consolidated loss as of and for the three months ended March 31, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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.

Dated:

June 18, 2025

QT Imaging Holdings, Inc.

By:

/s/ Raluca Dinu

Name:

Raluca Dinu

Title:

Chief Executive Officer

Exhibit 99.1

QT IMAGING HOLDINGS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2025
									As Filed						Pro Forma Adjustment						Pro Forma
ASSETS
Current assets:
Cash									$	2,987,503					$	—					$	2,987,503
Restricted cash and cash equivalents									20,000												20,000
Accounts receivable									2,782,404												2,782,404
Inventory									2,872,401												2,872,401
Prepaid expenses and other current assets									1,151,818												1,151,818
Total current assets									9,814,126						—						9,814,126
Property and equipment, net									163,759												163,759
Operating lease right-of-use assets, net									847,643												847,643
Other assets									39,150												39,150
Total assets									$	10,864,678					$	—					$	10,864,678
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable									$	869,579					$	—					$	869,579
Accrued expenses and other current liabilities									3,887,920												3,887,920
Current maturities of long-term debt									63,180												63,180
Deferred revenue									44,643												44,643
Operating lease liabilities, current									417,379												417,379
Total current liabilities									5,282,701						—						5,282,701
Long-term debt									697												697
Related party notes payable									3,848,725												3,848,725
Operating lease liabilities									548,874												548,874
Warrant liability									20,215,569						(20,206,587)			(1)			8,982
Earnout liability									490,000												490,000
Other liabilities									685,470												685,470
Total liabilities									31,072,036						(20,206,587)						10,865,449
Stockholders’ deficit:
Common stock, $0.0001 par value									2,765												2,765
Additional paid-in capital									22,866,404						19,488,606			(1)			42,355,010
Accumulated deficit									(43,076,527)						717,981			(1)			(42,358,546)
Total stockholders’ deficit									(20,207,358)						20,206,587						(771)
Total liabilities and stockholders’ deficit									$	10,864,678					$	—					$	10,864,678

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QT IMAGING HOLDINGS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2025
												Pro Forma
						As Filed						Adjustment						Pro Forma
Revenue			$	2,798,415					$	—					$	2,798,415
Cost of revenue			986,553												986,553
Gross profit			1,811,862						—						1,811,862
Operating expenses:
Research and development			852,252												852,252
Selling, general and administrative			2,001,341												2,001,341
Total operating expenses			2,853,593						—						2,853,593
Loss from operations			(1,041,731)						—						(1,041,731)
Other expense, net			(8,749,453)												(8,749,453)
Change in fair value of warrant liability			(704,729)						717,981			(1)			13,252
Change in fair value of derivative liability			101,300												101,300
Change in fair value of earnout liability			(50,000)												(50,000)
Interest expense, net			(691,387)												(691,387)
Net loss and comprehensive loss			$	(11,136,000)					$	717,981					$	(10,418,019)
Net loss per share - basic and diluted			$	(0.40)					$	0.02					$	(0.38)
Weighted-average number of common shares used in computing net loss per common share			27,515,543						—						27,515,543

(1) On June 11, 2025, we entered into amendments to the warrant agreements dated February 26, 2025 with Lynrock Lake Master Fund LP and YA II PN, LTD. (the "Lynrock Lake Warrant and Yorkville Warrant"), which caused the classification of the Lynrock Lake Warrant and Yorkville Warrant to change from liability-classified to equity-classified. The pro forma adjustment reflects the accounting treatment of the Lynrock Lake Warrant and Yorkville Warrant as if both were equity-classified immediately after their issuance on February 26, 2025. The adjustment of $20,206,587 to the warrant liability includes the initial fair value recognition of $19,488,606 as of February 26, 2025. Subsequently, the Company recorded a fair value adjustment of $717,981 as of March 31, 2025 in the change in fair value of warrant liability within the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2025.

The pro forma adjustments and resulting adjusted financial statements have not been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). As stated above, we have prepared these adjustments to reflect the accounting treatment that would have occurred if the Lynrock Lake Warrant and Yorkville Warrant would have reflected at their inception the terms resulting from the June 11, 2025 amendments. We believe that this non-GAAP presentation provides useful information to understand the effect of the amendments to the Lynrock Lake Warrant and Yorkville Warrant now that the amendments have been made and we will be accounting for these changes accordingly in subsequent financial reporting periods. The tables provide a reconciliation to the comparable GAAP financial presentation.