false 0001844505 0001844505 2024-03-18 2024-03-18





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

March 18, 2024

Date of Report (date of earliest event reported):



QT Imaging Holdings, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-40389   86-1728920
(State or other jurisdiction of
incorporation or organization)
File Number)

(IRS Employer

Identification No.)

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):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


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




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

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.




Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On March 18, 2024, Gerald McMorrow informed the board of directors (the “Board”) of QT Imaging Holdings, Inc. (the “Company”) that he is resigning from his position as a Class I director of the Company, effective as of March 18, 2024. Mr. McMorrow’s resignation from the Board did not result from any disagreements with the Company regarding any matter related to the Company’s operations, policies or practices.

(d) On March 21, 2024, the Board appointed James Greene to serve as a Class I director. The appointment of Mr. Greene fills the vacancy created by Mr. McMorrow’s resignation as a Class I director. As a Class I director, Mr. Greene’s term will expire at the Company’s annual meeting of stockholders in 2025, or until his successor is duly elected and qualified, or until his earlier resignation, removal or death.

Mr. Greene has been appointed to serve as a member of the Audit Committee, filling the vacancy created by Mr. McMorrow’s resignation, a member of the Nomination and Corporate Governance Committee, and the Chair of the Compensation Committee, in place of Ross Taylor, who will remain a member of the Compensation Committee.

Further, the Company and Mr. Greene entered into an Indemnification Agreement, effective as of March 21, 2024, in the form previously filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 10.2 in the Current Report on Form 8-K filed on March 8, 2024.


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.


    QT Imaging Holdings, Inc.
Dated: March 22, 2024    

/s/ Dr. Raluca Dinu

      Chief Executive Officer
Document and Entity Information
Mar. 18, 2024
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001844505
Document Type 8-K
Document Period End Date Mar. 18, 2024
Entity Registrant Name QT Imaging Holdings, Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-40389
Entity Tax Identification Number 86-1728920
Entity Address, Address Line One 3 Hamilton Landing
Entity Address, Address Line Two Suite 160
Entity Address, City or Town Novato
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94949
City Area Code (650)
Local Phone Number 276-7040
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.0001 per share
Trading Symbol QTI
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period false

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