QT IMAGING HOLDINGS, INC.
For the period ended Dec 31, 2025. Filed Mar 25, 2026.
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FY2025 · Filed Mar 25, 2026
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Item 8. Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
QT Imaging Holdings, Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of QT Imaging Holdings, Inc. (a Delaware corporation) and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity (deficit), and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/BPM LLP
We have served as the Company’s auditor since 2022.
San Jose, California
March 24, 2026
Consolidated Balance Sheets
As of December 31, 2025 and 2024
(In thousands, except per share data)
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| ASSETS | ||
| Current assets: | ||
| Cash and cash equivalents | $10,412 | $1,172 |
| Restricted cash and cash equivalents | 50 | 20 |
| Accounts receivable, net | 5,781 | 67 |
| Inventory | 5,027 | 3,141 |
| Prepaid expenses and other current assets | 821 | 517 |
| Total current assets | 22,091 | 4,917 |
| Property and equipment, net | 318 | 196 |
| Operating lease right-of-use assets, net | 573 | 935 |
| Other assets | 39 | 39 |
| Total assets | $23,021 | $6,087 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||
| Current liabilities: | ||
| Accounts payable | $3,580 | $803 |
| Accrued expenses and other current liabilities | 3,825 | 3,599 |
| Current maturities of long-term debt | 9 | 4,986 |
| Operating lease liabilities, current | 454 | 406 |
| Total current liabilities | 7,868 | 9,794 |
| Long-term debt | 683 | 9 |
| Related party notes payable | 3,895 | 3,849 |
| Operating lease liabilities | 203 | 657 |
| Warrant liability | 103 | 22 |
| Derivative liability | — | 304 |
| Earnout liability | 2,210 | 440 |
| Other liabilities | 1,614 | 550 |
| Total liabilities | 16,576 | 15,625 |
| Contingencies (Note 9) | ||
| Stockholders’ equity (deficit): | ||
| Preferred stock, $0.0001 par value; 10,000 shares authorized; no shares issued and outstanding | — | — |
| Common stock, $0.0001 par value; 500,000 shares authorized as of December 31, 2025 and 2024; 11,902 and 8,931 shares issued and outstanding as of December 31, 2025 and 2024, respectively(1) | 1 | 1 |
| Additional paid-in capital(1) | 59,468 | 22,402 |
| Accumulated deficit | (53,024) | (31,941) |
| Total stockholders’ equity (deficit) | 6,445 | (9,538) |
| Total liabilities and stockholders’ equity (deficit) | $23,021 | $6,087 |
(1)Amounts and share amounts as of December 31, 2024 differ from those published in prior consolidated financial statements as they were retrospectively adjusted as a result of the Reverse Stock Split (as described below in Note 1, The Company and Summary of Significant Accounting Policies). Specifically, the number of shares of common stock outstanding during periods before the Reverse Stock Split are divided by the exchange ratio of 3:1, such that each three shares of common stock were combined and reconstituted into one share of common stock effective October 23, 2025.
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