QT Imaging Holdings Inc美股招股说明书(2026-01-29版)

This prospectus supplement (this “Supplement No. 1”) updates and supplements the prospectus dated December 31, 2025 (the“Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-291237). This prospectussupplement is being filed to update and supplement the information in the Prospectus related to information contained in the followingreports of the Company: •The Company’s Current Report on Form 8-K as filed with the U.S. Securities and Exchange Commission (the “SEC”) onJanuary 20, 2026, which is attached hereto. •The Company’s Current Report on Form 8-K as filed with the SEC on January 23, 2026, which is attached hereto. •The Company’s Current Report on Form 8-K as filed with the SEC on January 27, 2026, which is attached hereto. This Supplement No. 1 updates and supplements the information in the Prospectus and is not complete without, and may not bedelivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This SupplementNo. 1 should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectusand this Supplement No. 1, you should rely on the information in this Supplement No. 1. Our Common Stock is currently listed on the Nasdaq Stock Market (the “Nasdaq”) and trades under the symbol “QTI.” Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties that aredescribed under the heading “Risk Factors” beginning on page 17 of the Prospectus and in any applicable prospectus supplement. Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under theProspectus or this Supplement No. 1 or determined if this prospectus is truthful or complete. Any representation to the contrary is acriminal offense. The date of this prospectus supplement is January 28, 2026. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT QT IMAGING HOLDINGS, INC. (Exact name of Registrant as Specified in Charter)________________________________________________________ 3 Hamilton Landing, Suite 160Novato, 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 registrantunder any of the following provisions (seeGeneral 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: 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 forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. On January 19, 2026, QT Imaging Holdings, Inc. (the “Company”) entered into a Distribution Agreement (the “DistributionAgreement”) with Al Naghi Medical Co., a corporation organized and existing under the laws of United Arab Emirates (“NMC”).Under the terms of the Distribution Agreement, the Company shall authorize and grant to NMC the exclusive right to market, advertiseand sell the QT Breast Acoustic CT Scanners (the “Scanners”) and the QTI Cloud Platform SaaS subscriptions (together with theScanners, the “Approved Products”) in United Arab Emirates (the “Territory”). The term of the Distribution Agreement commenced on January 19, 2026, and shall remain in force until January 19, 2029 (the “InitialTerm”). If NMC has met the Minimum Purchase Requirements (as defined below) during the Initial Term, the Distribution Agreementshall automatically be extended for an additional one-year term. NMC agrees to meet or exceed the purchase requirements and/orrevenue goals for the Approved Products set forth in the Distribution Agreement (the “Minimum Purchase Requirements”) during theInitial Term. In the event NMC fails to meet these Minimum Purchase Requirements in any year during the Initial Term, the Companymay, at its sole option, (a) terminate NMC’s exclusive distributorship rights for the sale and promotion of the Approved Productsgranted under this Agreement and appoint other distributors for the Approved Products in the Territory, or (b) terminate theDist