QT Imaging Holdings Inc.
10/23/2025 | Press release | Distributed by Public on 10/23/2025 14:30
Corporate Action, Amendments to Bylaws (Form 8-K)
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.
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.
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