QT Imaging Holdings (QTI) Proxy filing summary

Executive summary

• Annual meeting scheduled for July 28, 2026, to be held virtually, with record date June 23, 2026.

• 2025 revenue reached $18.9 million, a 288% increase from 2024, with gross margin at 45%.

• Net loss for 2025 was $21.1 million, impacted by non-cash expenses and fair value adjustments.

• Financial position strengthened via $18.2 million private placement and $5 million debt repayment.

• Uplisted to Nasdaq Capital Market in January 2026 after a 3:1 reverse stock split.

• Expanded international distribution agreements in Saudi Arabia and UAE.

Voting matters and shareholder proposals

• Election of two Class II directors to serve until 2029.

• Ratification of BPM LLP as independent registered public accounting firm for fiscal 2026.

• Approval of amendment to 2024 Equity Incentive Plan to increase reserved shares by 550,900.

• Board recommends voting FOR all proposals.

• Shareholder proposals and nominations for 2027 annual meeting must comply with advance notice and SEC rules.

Board of directors and corporate governance

• Board consists of seven members, classified into three classes with staggered three-year terms.

• Majority of directors are independent per Nasdaq standards.

• Board leadership is separated between Chairman and CEO roles.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance.

• Code of Business Conduct and Ethics and Corporate Governance Guidelines adopted and available online.