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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)
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QT Imaging Holdings, Inc.
(Exact name of Registrant as Specified in Charter)
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| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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
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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.
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 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| Dated: | | June 18, 2025 | | QT Imaging Holdings, Inc. |
| | | | By: | /s/ Raluca Dinu |
| | | | Name: | Raluca Dinu |
| | | | Title: | Chief Executive Officer |