QT IMAGING HOLDINGS, INC.

This summary highlights information contained elsewhere in our Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Annual Meeting of Stockholders

Voting Matters

Board Nominees

Fiscal 2025 Business Performance Highlights

•Revenue for 2025 was $18.9 million, surpassing the Company’s guidance of $18.0 million and representing 288% growth from $4.9 million for 2024. The Company shipped forty QT Breast Acoustic CTTM Scanners in 2025, compared to twelve shipments in 2024.

•Gross margin during the year ended December 31, 2025 was 45%.

•Total operating expenses for 2025 were $13.0 million, a 12% improvement from $14.8 million for 2024. The decrease was primarily attributable to a $4.3 million decrease in transaction expenses related to the Business Combinations in 2024, a $1.7 million increase in the allocation of overhead expenses from operating expenses to cost of revenue, and a $0.3 million reduction in insurance expense, partially offset by a $3.0 million increase in compensation and benefits, a $1.0 million increase in professional and outside services, and a $0.2 million increase in technology infrastructure expenses.

•Net loss for 2025 was $21.1 million, or $2.01 per share, and included other expense of $8.8 million consisting of non-cash expense of $6.6 million incurred at the issuance of the Lynrock Lake Term Loan, an extinguishment loss of $2.1 million for the Yorkville Note and Cable Car Note, and a $0.1 million extension fee for the Cable Car Note, as well as a $3.6 million increase in the fair value of warrant liability and a $1.8 million increase in the fair value of earnout liability. This compared with a net loss of $9.0 million, or $2.13 per share, for 2024.

•Net cash used in operating activities for 2025 was $9.0 million compared with $10.0 million in 2024.

•Significantly strengthened its financial position through a private placement completed in October 2025 with gross proceeds of $18.2 million, which included lead investor Sio Capital and participation from other institutional investors and existing stockholders.

•Received $5.0 million in additional financing via the restatement and amendment of the Lynrock Lake Term Loan and used the net proceeds from the transaction to repurchase in full the warrant held by YA II PN, Ltd. to purchase 5,000,071 shares of the Company’s common stock at an exercise price of $1.20 per share (post-reverse stock split). The Company subsequently enhanced the balance sheet by repaying this $5.0 million of additional debt with a portion of the proceeds raised in the October 2025 private placement.

•Implemented a 3:1 reverse stock split of the Company’s issued and outstanding common stock that became market effective on October 23, 2025, and used this and the enhancement of the balance sheet to subsequently in January 2026 uplist to The Nasdaq Capital Market after having met all listing requirements, including financial, corporate governance, and regulatory criteria.

•Entered into an exclusive distribution agreement with Gulf Medical Co. (“GMC”), pursuant to which GMC has become the exclusive distributor of QTI Breast Acoustic CT™ scanners and user subscriptions to the QTI Cloud Platform in Saudi Arabia. Similarly, in January 2026, entered into an exclusive distribution agreement for QTI's Breast Acoustic CT scanners and the QTI Cloud Platform in the United Arab Emirates (UAE) with Al Naghi Medical Co., a leading regional distributor of medical devices.

QT IMAGING HOLDINGS, INC.

THREE HAMILTON LANDING, SUITE 160, NOVATO, CA 94949

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JULY 28, 2026

The Board of QT Imaging Holdings, Inc. is soliciting your proxy for the 2026 Annual Meeting of Stockholders to be held on July 28, 2026, or any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders (the “Notice”). This Proxy Statement and related materials are first being made available to stockholders on or about July 2, 2026. References in this Proxy Statement to the “Company,” “we,” “our,” “us” and “QT Imaging” are to QT Imaging Holdings, Inc., and references to the “Annual Meeting” are to the 2026 Annual Meeting of Stockholders. When we refer to QT Imaging’s fiscal year, we mean the annual period ending on December 31. This Proxy Statement covers our 2025 fiscal year, which ended on December 31, 2025. When we refer to “in person” attendance and voting at the Annual Meeting, we mean virtual attendance and voting over the Internet during the Annual Meeting (such meaning having been authorized by the Board in accordance with Section 9.5 of our Second Amended and Restated Bylaws (the “Bylaws”)).