qti-20260127

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 27, 2026

________________________________________________________

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

QTI

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

Item 8.01 Other Events

As previously disclosed, QT Imaging Holdings, Inc. (the “Company”) has pursued the uplisting to the Nasdaq Capital Market (“Nasdaq”) of its common stock, par value $0.0001 per share, of the Company (“Common Stock”), subject to the Company’s satisfaction of the initial listing requirements.

On January 27, 2026, the Company received notice from Nasdaq that the Common Stock has been approved for listing on Nasdaq (the “Uplisting”). The Common Stock is expected to commence trading on Nasdaq on January 28, 2026, under the ticker symbol “QTI.”

On January 27, 2026, the Company issued a press release announcing the Uplisting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of U.S. federal securities laws. Such forward-looking statements include, but are not limited to, statements regarding the Uplisting to the Nasdaq Capital Market, and the Company’s expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding its future business plans. Any statements contained herein that are not statements of historical fact may be deemed to be forward looking statements. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this Current Report on Form 8-K are based on certain assumptions and analyses (whether or not identified herein) made by the management of the Company in light of their respective experience and perception of historical trends, current conditions, and expected future developments and their potential effects on the Company as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting the Company will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including : the Company’s ability to uplist to the Nasdaq Capital Market, including meeting the initial and continuous listing requirements; the ability of the Company to sell and deploy the QT Imaging Breast Acoustic CT™ Scanner; the ability to extend product offerings into new areas or products; the ability to commercialize technology; unexpected occurrences that deter the full documentation and “bring to market” plan for products; trends and fluctuations in the industry; changes in demand and purchasing volume of customers; unpredictability of suppliers; the ability to attract and retain qualified personnel and the ability to move product sales to production levels; changes in domestic and foreign business, market, financial, political, and legal conditions; the uncertainty of projected financial information; delays caused by factors outside of our control; changes in our ability to successfully receive purchase orders and generate revenue under our existing contracts with partners and distributors; our ability to realize the benefits of the strategic partnerships; the identified material weakness in our internal controls over financial reporting (including the timeline to remediate the material weakness); the rollout of the business and the timing of expected business milestones; the effects of competition on our future business; our ability to obtain and access financing in the future; our ability to pay our debt obligations as they come due; and those factors discussed in the Company’s reports and other documents filed with the SEC, including under the heading “Risk Factors.” If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that the Company currently believes are immaterial which could also cause actual results to differ from those contained in the forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.

Item 9.01 Financial Statements and Exhibits



Exhibit No.						Item

99.1						Press release, dated January 27, 2026.

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.

Dated:

January 27, 2026

By:

/s/ Dr. Raluca Dinu

Name:

Dr. Raluca Dinu

Title:

Chief Executive Officer

QT Imaging Announces Uplisting to Nasdaq

Novato, Calif. – January 27, 2026 – QT Imaging Holdings, Inc. (OTCQB: QTIH) (“QT Imaging” or the “Company”), a medical device company dedicated to transforming breast health management through innovative, radiation-free imaging technology, today announced that it has received approval to uplist its common stock from the OTCQB Venture Market to the Nasdaq Capital Market. The Company’s shares are expected to commence trading on Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbol “QTI” tomorrow Wednesday, January 28, 2026.

“We are very pleased to have received approval to reestablish our listing on the Nasdaq Capital Market,” said QT Imaging Chief Executive Officer Dr. Raluca Dinu. “This milestone represents relentless work to turn the company around, rebuild its business model, its balance sheet, cap table, rebuild the trust, and refocus on what truly matters. Our team pushed through uncertainty with discipline, resilience, and belief, supported every step of the way by stockholders who stayed with us. We returned to Nasdaq after less than one year of being delisted.

“QT Imaging exists for a simple and deeply personal reason. Women deserve better options for breast imaging, earlier answers, and care that puts their safety and dignity first. Everything we have done has been in service of bringing this technology out of the lab and into the hands of clinicians and the women they serve. As a stronger company with a clear mission, we believe a Nasdaq listing increases our visibility, expands our stockholder base, and supports long term value creation. We are proud of how far we have come and energized by what lies ahead.”

QT Imaging met all Nasdaq Capital Market listing requirements, including financial, corporate governance, and regulatory criteria. The uplisting aligns with the Company’s long-term strategic vision of expanding its global footprint and advancing the Company into the future of technological advances.

QT Imaging remains committed to delivering sustained value to its shareholders through innovation, operational excellence, and disciplined growth. Investors can look forward to further updates as the Company embarks on this exciting new chapter.

About QT Imaging Holdings, Inc.

QT Imaging Holdings, Inc. is a public medical device company engaged in research, development, and commercialization of innovative body imaging systems using low frequency sound waves. QT Imaging Holdings, Inc. strives to improve global health outcomes. Its strategy is predicated upon the fact that medical imaging is critical to the detection, diagnosis, and treatment of disease and that it should be safe, affordable, accessible, and centered on the patient’s experience. For more information on QT Imaging Holdings, Inc., please visit the Company’s website at www.qtimaging.com.

Breast Acoustic CT™ is a trademark of an affiliate of QT Imaging Holdings, Inc.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements contain words such as “will,” and “expect,” or the negative thereof or comparable terminology, and include (without limitation) statements regarding the uplisting to the Nasdaq Capital Market, plans for QT Imaging, new product development and introduction, and product sales growth and projected revenues. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement. These risks include, but are not limited to: the Company’s ability to uplist to the Nasdaq Capital Market, including meeting the initial and continuous listing requirements; research results from the use of the QTI Breast Acoustic CT scanner, clinical studies, the ability of QT Imaging to sell and deploy the QTI Breast Acoustic CT

scanner, the ability to extend product offerings into new areas or products, the ability to commercialize technology, unexpected occurrences that deter the full documentation and “bring to market” plan for products, trends and fluctuations in the industry, changes in demand and purchasing volume of customers, unpredictability of suppliers, the ability to attract and retain qualified personnel and the ability to move product sales to production levels. Additional factors that could cause actual results to differ are discussed under the heading “Risk Factors” and in other sections of QT Imaging Holding’s filings with the SEC, and in its other current and periodic reports filed or furnished from time to time with the SEC. All forward-looking statements in this press release are made as of the date hereof, based on information available to QT Imaging Holdings as of the date hereof, and QT Imaging Holdings assumes no obligation to update any forward-looking statement.

For media inquiries, please contact:

Stephen Kilmer
Head of Investor Relations
Stephen.Kilmer@qtimaging.com
Direct: (646) 274-3580