QT Imaging Holdings (QTI) Proxy filing summary

Executive summary

• Annual Meeting scheduled for July 28, 2026, to be held virtually; record date is 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, compared to $9.0 million in 2024; net cash used in operations decreased to $9.0 million.

• Financial position strengthened by $18.2 million private placement and $5.0 million additional financing; uplisted to Nasdaq in January 2026.

• Entered exclusive distribution agreements in Saudi Arabia and UAE for core products.

Voting matters and shareholder proposals

• Election of two Class II directors (Bryan Timm and Professor Zeev Weiner) to serve until 2029.

• Ratification of BPM LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Approval of amendment to 2024 Equity Incentive Plan to increase shares reserved for issuance by 550,900 to 2,378,178.

• Board recommends voting FOR all proposals.

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; separation of Chairman and CEO roles.

• Board committees: Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and responsibilities.

• All directors attended at least 87.5% of meetings in 2025.

• Corporate governance guidelines, code of ethics, and insider trading policy in place.