QT Imaging Holdings Inc 2025年度报告

FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025OR 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 333-279382 QT Imaging Holdings, Inc.______________________________________ (Exact Name of Registrant as Specified in its Charter) 86-1728920(I.R.S. EmployerIdentification No.) Delaware(State or Other Jurisdiction ofIncorporation or Organization) Dr. Raluca DinuChief Executive Officer3 Hamilton Landing, Suite 160,Novato, CA 94949Telephone: (650) 276-7040(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo 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 ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. 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. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing priceof the registrant’s common stock on the OTCQB Venture Market as of the last business day of the registrant’s most recently completedsecond fiscal quarter, June 30, 2025, was $32.5 million. Shares of common stock beneficially owned by each executive officer, director,and holder of more than 10% of the registrant’s common stock have been excluded in that such persons or entities may be deemed to beaffiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes. Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date, 12,042,500shares of common stock were outstanding at March 24, 2026. Table of Contents Cautionary Statement About Forward-Looking StatementsiiSummary of Risk Factorsiii Part I: Item 1: BusinessItem 1A: Risk FactorsItem 1B: Unresolved Staff CommentsItem 1C: CybersecurityItem 2: PropertiesItem 3: Legal ProceedingsItem 4: Mine Safety Disclosures Part II Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities85Item 6: Reserved85Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations85Item 7A: Quantitative and Qualitative Disclosures About Market Risk101Item 8: Financial Statements and Supplementary DataF-1Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Discl