QT IMAGING HOLDINGS, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrantx

Filed by a party other than the Registranto

Check the appropriate box:

QT Imaging Holdings, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

July 2, 2026

Dear Stockholder:

You are cordially invited to attend this year’s Annual Meeting of Stockholders of QT Imaging Holdings, Inc. on July 28, 2026 at 1:00 p.m., Eastern Time. The meeting will be held virtually, atwww.virtualshareholdermeeting.com/QTI2026. The meeting will comprise a discussion and voting on the matters set forth in the accompanying Notice of Annual Meeting of Stockholders.

The Notice of Annual Meeting of Stockholders and a Proxy Statement, which describe the formal business to be conducted at the meeting, accompany this letter. A copy of our Annual Report on Form 10-K is also enclosed for your information.

The matters to be acted upon are described in the Notice of Annual Meeting of Stockholders and Proxy Statement.

Whether or not you plan to attend the meeting, your vote is very important and we encourage you to vote promptly. You may vote by proxy over the Internet, or you can also vote by mail by following the instructions on the paper copy of the proxy card that was mailed to you. If you attend the meeting you will, of course, have the right to revoke the proxy and vote your shares in person. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from your brokerage firm, bank or other nominee to vote your shares. We look forward to seeing you at the Annual Meeting.

Sincerely yours,

/s/ Dr. Raluca Dinu

DR. RALUCA DINU

Chief Executive Officer

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held July 28, 2026

The 2026 Annual Meeting of Stockholders of QT Imaging Holdings, Inc., a Delaware corporation, will be held on July 28, 2026 at 1:00 p.m., Eastern Time, virtually atwww.virtualshareholdermeeting.com/QTI2026, for the following purposes:

1. To elect two Class II directors to hold office until the 2029 annual meeting and until their respective successors are elected and qualified.

2. To ratify the appointment of BPM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. To approve an amendment (the “Plan Amendment”) to our 2024 Equity Incentive Plan (the “Plan”) to increase the total number of shares of Company common stock, par value $0.0001 per share (“Common Stock”) authorized and reserved for issuance under the Plan, which is currently 1,827,278 shares, by 550,900 shares, which is 4% of our currently issued and outstanding shares of Common Stock, to 2,378,178 shares.

4. To transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.

Our Board of Directors (the “Board”) recommends a vote FOR Items 1, 2 and 3. Stockholders of record at the close of business on June 23, 2026 are entitled to notice of, and to vote at, the meeting and any adjournment or postponement thereof. For 10 days prior to the meeting, a complete list of stockholders entitled to vote at the meeting will be available for examination by any stockholder, for any purpose relating to the meeting, during ordinary business hours at our principal executive offices located at Three Hamilton Landing, Suite 160, Novato, California 94949.

By order of the Board of Directors,

/s/ Dr. Avi S. Katz

DR. AVI S. KATZ

Chairman of the Board

July 2, 2026

IMPORTANT: Please vote your shares over the Internet, in the manner described at www.virtualshareholdermeeting.com/QTI2026, to assure that your shares are represented at the meeting, or you may mark, sign and date the paper copy of the proxy card that you received by mail and return it in the enclosed postage-paid envelope. If you attend the meeting, you may choose to vote in person even if you have previously voted your shares.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 28, 2026: Our Proxy Statement is enclosed. Financial and other information concerning QT Imaging Holdings, Inc. is contained in our Annual Report on Form10‑K for the fiscal year ended December 31, 2025, as well as our Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2026, which are available on the SEC’s website atwww.sec.gov and on our website athttps://www.qtimaging. com/sec-filings/. A complete set of proxy materials relating to our Annual Meeting, consisting of the Notice of Annual Meeting of Stockholders, Proxy Statement, Proxy Card and Annual Report on Form 10-K, is available on the Internet and may be viewed atwww.virtualshareholdermeeting.com/QTI2026.