QT Imaging Holdings, Inc. Files 8-K on Security Holder Rights
Ticker: QTIWW · Form: 8-K · Filed: Oct 23, 2025 · CIK: 1844505
| Field | Detail |
|---|---|
| Company | Qt Imaging Holdings, Inc. (QTIWW) |
| Form Type | 8-K |
| Filed Date | Oct 23, 2025 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.0001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, filing-update
Related Tickers: QTIP
TL;DR
QT Imaging filed an 8-K today, expect changes to security holder rights and bylaws.
AI Summary
On October 23, 2025, QT Imaging Holdings, Inc. filed an 8-K report detailing material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits. The company, formerly known as GigCapital5, Inc., is incorporated in Delaware and its fiscal year ends on December 31st.
Why It Matters
This 8-K filing indicates potential changes affecting the rights of QT Imaging's security holders and amendments to its corporate governance documents, which could impact investors.
Risk Assessment
Risk Level: medium — Filings related to modifications of security holder rights and amendments to bylaws can introduce uncertainty and potential shifts in corporate control or shareholder value.
Key Players & Entities
- QT Imaging Holdings, Inc. (company) — Registrant
- GigCapital5, Inc. (company) — Former company name
- October 23, 2025 (date) — Date of report
- Delaware (jurisdiction) — State of incorporation
- December 31 (date) — Fiscal year end
FAQ
What specific material modifications were made to the rights of security holders?
The filing indicates material modifications to the rights of security holders, but the specific details of these modifications are not provided in the provided text excerpt. Further review of the full filing is required.
What amendments were made to the Articles of Incorporation or Bylaws?
The filing states that amendments were made to the Articles of Incorporation or Bylaws, but the specific nature of these amendments is not detailed in the provided text. The full document would contain these details.
When was QT Imaging Holdings, Inc. formerly known as GigCapital5, Inc.?
The company's name was changed from GigCapital5, Inc. on February 4, 2021.
What is the company's primary business classification?
QT Imaging Holdings, Inc. is classified under Standard Industrial Classification 3845: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS.
Where is QT Imaging Holdings, Inc. headquartered?
The company's business and mailing address is 3 Hamilton Landing, Suite 160, Novato, CA 94949.
Filing Stats: 747 words · 3 min read · ~2 pages · Grade level 12.1 · Accepted 2025-10-23 16:29:37
Key Financial Figures
- $0.0001 — f the Company's common stock, par value $0.0001 per share (the " Common Stock "), at a
Filing Documents
- qti-20251023.htm (8-K) — 32KB
- ex31certificateofamendment.htm (EX-3.1) — 9KB
- 0001628280-25-046110.txt ( ) — 165KB
- qti-20251023.xsd (EX-101.SCH) — 2KB
- qti-20251023_lab.xml (EX-101.LAB) — 23KB
- qti-20251023_pre.xml (EX-101.PRE) — 13KB
- qti-20251023_htm.xml (XML) — 3KB
03 Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders As previously disclosed in the Current Report on Form 8-K filed by QT Imaging Holdings, Inc. (the " Company ") with the U.S. Securities and Exchange Commission (the " SEC ") on August 20, 2025, and again in the Current Report on Form 8-K filed by the Company with the SEC on October 20, 2025 (the " October 20 Current Report "), the Company's stockholders approved an amendment to the Company's Second Amended and Restated Certificate of Incorporation (the " Certificate of Amendment ") to effect a reverse split of the outstanding shares of the Company's common stock, par value $0.0001 per share (the " Common Stock "), at a specific ratio within a range of 2:1 to 20:1, with the specific ratio to be fixed within this range by the Company's board of directors (the " Board ") in its sole discretion without further stockholder approval (the " Reverse Stock Split "). As also disclosed in the October 20 Current Report, on October 17, 2025, the Board determined to fix the Reverse Stock Split ratio at 3:1, such that each three shares of Common Stock will be combined and reconstituted into one share of Common Stock upon the effectiveness of the Reverse Stock Split.
03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. . On October 23, 2025, the Company filed the Certificate of Amendment effectuating the Reverse Stock Split with the Secretary of State of the State of Delaware, effective as of 4:01 p.m., Eastern Time, on October 23, 2025. As also disclosed in the October 20 Current Report, the Reverse Stock Split shall be effective as of 4:01 p.m., Eastern Time, on October 23, 2025, and the Common Stock will begin trading on the OTCQB Venture Market on a reverse split-adjusted basis on October 24, 2025. The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed herewith as Exhibit 3.1 to this Current Report and is incorporated herein by reference.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Item 3.1 Certificate of Amendment to the Company's Second Amended and Restated Certificate of Incorporation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE 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. Dated: October 23, 2025 By: /s/ Raluca Dinu Name: Raluca Dinu Title: Chief Executive Officer