8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

UNDER THE SECURITIES ACT OF 1933

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 15, 2024

QT Imaging Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40389

86-1728920

(State or other jurisdiction of

incorporation or organization)

(Commission
File Number)

(IRS Employer

Identification No.)

3 Hamilton, Suite 160,

Novato, CA 94949

(Address of principal executive offices, including zip code)

(650) 276-7040

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	QTI	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events.

On March 15, 2024, QT Imaging Holdings, Inc. (the “Company”) announced that the ticker symbol for its warrants, formerly trading in the over-the-counter market (the “OTC Market”) under the symbol “GIAFW”, was changed to “QTIWW”, effective as of March 11, 2024. The Company also announced that its units, formerly trading in the OTC Market under the symbol “GIAFU”, were delisted as of March 11, 2024, as each unit was split into one share of common stock and one warrant of the Company upon the closing of its business combination on March 4, 2024.

A copy of the press release issued by the Company is furnished as Exhibit 99.1 to this Current Report on Form 8-K is incorporated herein by reference.

The information furnished in this Item 8.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

9.01 - Financial Statements and Exhibits


Exhibit		Description

99.1		Press Release, dated March 15, 2024

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	QT Imaging Holdings, Inc.

Dated: March 15, 2024

	By:	/s/ Stas Budagov
		Stas Budagov Chief Financial Officer

GigCapital 5 Inc. filed SEC Form 8-K: Other Events