DEFA14A: QT Imaging Reports Strong Q2 Revenue Growth, Pursues Nasdaq Uplisting

QT Imaging Holdings, Inc. announced strong second-quarter 2025 financial results with significant revenue growth, a strengthened balance sheet, and strategic initiatives including a Nasdaq uplisting effort and the launch of its QTI Cloud Platform.

Summary

• Generated record revenue of $3.7 million in the second quarter of 2025, representing 113% year-over-year growth and 31% sequential quarter-over-quarter growth.
• Achieved a gross margin of 50% in the second quarter of 2025.
• Reported a net loss of $4.0 million for the second quarter of 2025, which includes a $2.8 million change in the fair value of warrant liability.
• Non-GAAP Adjusted EBITDA improved to $(0.8) million for the second quarter of 2025, compared to $(2.1) million for the same period in 2024.
• Shipped eight QT Imaging Breast Acoustic CT scanners in Q2 2025, with two additional scanners shipped in July 2025.
• Strengthened financial position by securing $700,000 in net proceeds from two Private Investment in Public Entity (PIPE) investments, with $500,000 funded by Board members and $200,000 by Mr. Leon Recanati.
• Addressed and removed warrant liability through amendments to the Lynrock Lake and Yorkville Warrant Agreements, resulting in equity-classified warrants for accounting purposes.
• Publicly unveiled the QTI Cloud Platform, a strategic initiative designed to transform breast health through imaging intelligence via a tiered Software as a Service (SaaS) delivery model, expected to provide new recurring revenues.
• Released image reconstruction software update version 4.4.0, leveraging NVIDIA's L40 GPU, and launched QTviewer version 2.8, enhancing clinical efficiency and diagnostic accuracy.
• Bolstered medical and clinical leadership with the appointments of Elaine Iuanow, MD, as Chief Medical Officer and Kim Du as Senior Director of Clinical Operations.
• Actively pursuing uplisting to Nasdaq, which is intended to comply with minimum share price requirements via a reverse stock split.
• Reiterated 2025 revenue target of $18 million (40 scanner shipments) and 2026 revenue target of $27 million (60 scanner shipments), in accordance with the Amended Distribution Agreement with NXC Imaging, Inc.

Sentiment

Score: 7

Explanation: The filing indicates strong revenue growth, improved Adjusted EBITDA, and significant strategic advancements like the Nasdaq uplisting initiative and the QTI Cloud Platform launch. The balance sheet has been strengthened by addressing warrant liabilities and a capital raise. While net loss increased due to a non-cash warrant revaluation, the underlying operational improvements and strategic direction are positive. The company also reiterated its ambitious revenue targets for 2025 and 2026.

Positives

• Record revenue of $3.7 million in Q2 2025, demonstrating 113% year-over-year growth and 31% sequential growth, aligning with annual projections.
• Adjusted EBITDA improved significantly to $(0.8) million in Q2 2025 from $(2.1) million in Q2 2024, indicating improved operational performance.
• Strengthened financial position with $700,000 in net proceeds from PIPE investments, including significant insider participation.
• Successful amendment of Lynrock Lake and Yorkville Warrant Agreements, which removed warrant liability and reclassified warrants to equity, improving the balance sheet.
• Launch of the QTI Cloud Platform is expected to provide a meaningful new source of recurring revenues and accelerate the company's transformation into an AI-focused imaging company.
• Software updates (version 4.4.0 and QTviewer 2.8) enhance user throughput, efficiency, and diagnostic accuracy, leveraging advanced technology like NVIDIA's L40 GPU.
• Strategic appointments of Chief Medical Officer and Senior Director of Clinical Operations bolster medical and clinical leadership.
• Cash balance increased to $4.3 million as of August 6, 2025, after complete collections for scanner shipments, up from $2.0 million at June 30, 2025.
• Total stockholders' deficit improved significantly to $(325) thousand as of June 30, 2025, from $(9.538) million at December 31, 2024.

Negatives

• Net loss of $4.0 million for Q2 2025, significantly higher than $1.2 million for Q2 2024, primarily due to a $2.8 million non-cash change in the fair value of warrant liability.
• Net cash used in operating activities increased to $1.5 million in Q2 2025 from $1.0 million in Q2 2024.
• Slight decline in gross margin to 50% in Q2 2025 from 51% in Q2 2024, primarily attributable to variability in the weighted average cost related to existing inventory.

Risks

• Ability to sell and deploy the QT Imaging Breast Acoustic CT Scanner.
• Ability to extend product offerings into new areas or products.
• Ability to commercialize technology.
• Unexpected occurrences that deter the full documentation and bring to market plan for products.
• Trends and fluctuations in the industry.
• Changes in demand and purchasing volume of customers.
• Unpredictability of suppliers.
• Ability to attract and retain qualified personnel and the ability to move product sales to production levels.
• Changes in domestic and foreign business, market, financial, political, and legal conditions.
• Uncertainty of projected financial information.
• Delays caused by factors outside of control.
• Changes in ability to successfully receive purchase orders and generate revenue under existing contracts with partners and distributors.
• Ability to realize the benefits of strategic partnerships.
• Identified material weakness in internal controls over financial reporting (including the timeline to remediate).
• Rollout of the business and the timing of expected business milestones.
• Effects of competition on future business.
• Ability to obtain and access financing in the future.
• Ability to pay debt obligations as they come due.

Future Outlook

The company reiterates its plans to deliver $18 million in revenue in 2025 (shipment of 40 scanners) and $27 million in revenue in 2026 (shipment of 60 scanners). These targets are in accordance with committed orders per its Amended Distribution Agreement with its strategic business and distribution partner, NXC Imaging, Inc. The QTI Cloud Platform is expected to provide a meaningful new source of recurring revenues.

Management Comments

• "We are pleased to report that the strong business momentum from the first quarter carried through Q2, and in many ways, we are even more energized by the significant opportunities ahead." Dr. Raluca Dinu, QT Imaging Chief Executive Officer.
• "QT Imaging is rapidly evolving from a scanner company into a scalable imaging platform combining proprietary hardware, advanced image reconstruction software, and AI-powered clinical decision tools to address the growing need for precision in breast health." Dr. Raluca Dinu, QT Imaging Chief Executive Officer.
• "Our goal is not only to drive greater user adoption of our proprietary, state-of-the-art scanner technology, but also to advance and commercialize a new generation of AI-enhanced diagnostic tools that support earlier detection, enable better categorization and staging, improve outcomes, and broaden access." Dr. Raluca Dinu, QT Imaging Chief Executive Officer.
• "Increasing the price of our common shares via a reverse stock split is intended to comply with the minimum share price requirement for uplisting to Nasdaq. We hope to have the support of our stockholders as we take this next pivotal step in QT Imaging's growth." Dr. Raluca Dinu, QT Imaging Chief Executive Officer.

Industry Context

QT Imaging's focus on transforming breast health through precision imaging and AI-powered clinical decision tools aligns with the broader healthcare industry trend towards personalized medicine, early detection, and the integration of artificial intelligence for enhanced diagnostic accuracy and efficiency. The shift to a SaaS delivery model for its QTI Cloud Platform positions the company to capitalize on the growing demand for recurring revenue software solutions in medical technology, moving beyond traditional hardware sales.

Management Changes

Related Party Transactions

• $500,000 of the $700,000 PIPE investment was fully funded by QT Imaging Board members.
• $200,000 of the $700,000 PIPE investment was funded by Mr. Leon Recanati, Vice Chairman of the Israel Cancer Association.
• Related party notes payable of $3,849 thousand as of June 30, 2025, and December 31, 2024.

Stakeholder Impact

• Shareholders: Potential for increased share price and liquidity if Nasdaq uplisting is successful; opportunity to vote on reverse stock split; improved balance sheet and strategic direction could benefit long-term value.
• Customers/Patients: Enhanced access to radiation-free, 3D breast imaging technology; improved user throughput and diagnostic accuracy with new software updates; potential for earlier detection and improved outcomes through AI-enhanced tools via QTI Cloud Platform.
• Employees: Appointments of new key personnel indicate growth and strengthening of the team.
• Creditors: Strengthened financial position and improved cash balance could enhance ability to meet debt obligations.
• Suppliers: Unpredictability of suppliers is listed as a potential risk factor.

Next Steps

• Annual Meeting of stockholders taking place virtually on August 19, 2025.
• Pursuing uplisting to Nasdaq, which requires a reverse stock split to meet minimum share price requirements.
• Continued commercialization and deployment of QT Imaging Breast Acoustic CT Scanners, targeting 40 shipments in 2025 and 60 in 2026.
• Further advance and commercialize a new generation of AI-enhanced diagnostic tools.
• Building out the QTI Cloud Platform with a tiered Software as a Service (SaaS) delivery model.
• Remediation of identified material weakness in internal controls over financial reporting.

Key Dates

Recommendation

The company demonstrates strong operational momentum with significant revenue growth and improved Adjusted EBITDA. Strategic initiatives like the Nasdaq uplisting and the QTI Cloud Platform, which promises recurring revenue, indicate a clear path for future expansion and value creation. The successful reclassification of warrant liabilities strengthens the balance sheet. While a net loss persists, the underlying operational improvements and clear strategic vision, coupled with ambitious revenue targets, suggest a positive outlook for long-term investors despite the need for a reverse stock split for uplisting.

Keywords

QT Imaging, QTIH, Medical Device, Breast Imaging, Acoustic CT, AI, SaaS, Nasdaq Uplisting, Financial Results, Revenue Growth, Healthcare Technology, Diagnostic Imaging, SEC Filing