QT成像控股有限公司美国招股说明书（2026年5月15日版）

$9,999,9201,200,000 Shares of Common StockPre-Funded Warrants to Purchase up to800,000Shares of Common Stock We are offering $9,999,920 of shares of our common stock, par value $0.0001 per share, or common stock, and, in lieu of shares of commonstock to investors that so choose, pre-funded warrants to purchase up to800,000 shares of our common stock, or the pre-funded warrants (and theshares of common stock issuable from time to time upon exercise of the pre-funded warrants), pursuant to this prospectus supplement and theaccompanying prospectus. The pre-funded warrants will be exercisable immediately and each pre-funded warrant is exercisable for one share of ourcommon stock. The purchase price of each pre-funded warrant is equal to the purchase price at which a share of our common stock is sold in this Our common stock is listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “QTI” and our public warrants are traded in theover-the-counter (OTC) market under the symbol “QTIWW”. On May 14, 2026, the closing price of our common stock was $6.72, and on May 14,2026, the closing price for our public warrants was $0.27. There is no established public trading market for the pre-funded warrants, and we do not We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), and a“smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K of the U.S. Securities and Exchange Commission (the “SEC”), and aresubject to reduced public company reporting requirements. This prospectus supplement complies with the requirements that apply to an issuer that is Public offering priceUnderwriting discounts and commissionsProceeds to us, before expenses Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-12 of this prospectus supplement andpage 8 of the accompanying prospectus, and in the documents incorporated by reference herein. You should read the entire prospectus Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is acriminal offense. The underwriters expect to deliver the shares of common stock and pre-funded warrants to purchasers on or about May 18, 2026. Sole Book-Running Manager Ladenburg ThalmannCo-Manager Northland Capital Markets Prospectus Supplement dated May 15, 2026 TABLE OF CONTENTSPROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering ofcommon stock and pre-funded warrants and also adds to and updates information contained in the accompanying prospectus and thedocuments incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part is theaccompanying prospectus dated April 3, 2026, included in our registration statement on Form S-3 (File No. 333-294705), along with To the extent there is a conflict between the information contained in this prospectus supplement and the information contained inthe accompanying prospectus or in any document incorporated by reference that was filed with the SEC, before the date of thisprospectus supplement, you should rely on the information in this prospectus supplement. If any statement in one of these documents This prospectus supplement and the accompanying prospectus are part of a “shelf” registration statement that we filed with theSEC. Under the shelf registration process, we may offer from time to time various securities, of which this offering of shares of ourcommon stock and pre-funded warrants is a part. Such registration statement also includes exhibits that provide more detail on thematters discussed in this prospectus supplement and the accompanying prospectus. You should read this prospectus supplement, the You should rely only on the information contained or incorporated by reference in this prospectus supplement, theaccompanying prospectus and any free writing prospectus prepared by us or on our behalf. We have not, and the underwritershave not, authorized any other person to provide you with information different from that contained in this prospectussupplement and the accompanying prospectus or incorporated by reference in this prospectus supplement and theaccompanying prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We arenot, and the underwriters are not, making an offer to sell or soliciting an offer to buy these securities under any circumstance It is important for you to read and consider all of the information contained in this prospectus supplement and the accompanyingprospectus before making your investment decision. We include cross-references in this prospectus suppl