qti-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q

_________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number 001-40839

_________________________

QT Imaging Holdings, Inc.

(Exact name of registrant as specified in its charter)

_________________________


Delaware						86-1728920
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

3 Hamilton Landing, Suite 160 Novato, CA						94949
(Address of Principal Executive Offices)						(Zip Code)

(650) 276-7040

Registrant’s telephone number, including area code

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


Title of each class	Trading Symbol(s)	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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

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 filer

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 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

As of May 9, 2024, the registrant had 21,441,416 shares of common stock, $0.0001 par value per share, outstanding.

Table of Contents


			Page
Part I. Financial Information			i
Item 1. Financial Statements			i
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			28
Item 3. Quantitative and Qualitative Disclosures About Market Risk			44
Item 4. Controls and Procedures			44
Part II. Other Information			46
Item 1. Legal Proceedings			46
Item 1A. Risk Factors			46
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			77
Item 3. Defaults Upon Senior Securities			77
Item 4. Mine Safety Disclosures			77
Item 5. Other Information			78
Item 6. Exhibits			79
Signatures			81

Part I. Financial Information

Item 1. Financial Statements

Table of Contents

QT IMAGING HOLDINGS, INC.

Condensed Consolidated Balance Sheets

(Unaudited)


	March 31, 2024		December 31, 2023
ASSETS
Current assets:
Cash	$	5,620,231	$	164,686
Restricted cash and cash equivalents	20,000		20,000
Accounts receivable, net	482,357		1,290

SEC Form 10-Q filed by QT Imaging Holdings Inc.