UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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):
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Securities registered pursuant to Section 12(b) of the Act:
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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
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On March 18, 2024, Gerald McMorrow informed the board of directors (the “Board”) of QT Imaging Holdings, Inc. (the “Company”) that he is resigning from his position as a Class I director of the Company, effective as of March 18, 2024. Mr. McMorrow’s resignation from the Board did not result from any disagreements with the Company regarding any matter related to the Company’s operations, policies or practices.
(d) On March 21, 2024, the Board appointed James Greene to serve as a Class I director. The appointment of Mr. Greene fills the vacancy created by Mr. McMorrow’s resignation as a Class I director. As a Class I director, Mr. Greene’s term will expire at the Company’s annual meeting of stockholders in 2025, or until his successor is duly elected and qualified, or until his earlier resignation, removal or death.
Mr. Greene has been appointed to serve as a member of the Audit Committee, filling the vacancy created by Mr. McMorrow’s resignation, a member of the Nomination and Corporate Governance Committee, and the Chair of the Compensation Committee, in place of Ross Taylor, who will remain a member of the Compensation Committee.
Further, the Company and Mr. Greene entered into an Indemnification Agreement, effective as of March 21, 2024, in the form previously filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 10.2 in the Current Report on Form 8-K filed on March 8, 2024.
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 22, 2024 | ||||||
| By: | /s/ Dr. Raluca Dinu | |||||
| Chief Executive Officer | ||||||
Document and Entity Information |
Mar. 18, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001844505 |
| Document Type | 8-K |
| Document Period End Date | Mar. 18, 2024 |
| Entity Registrant Name | QT Imaging Holdings, Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-40389 |
| Entity Tax Identification Number | 86-1728920 |
| Entity Address, Address Line One | 3 Hamilton Landing |
| Entity Address, Address Line Two | Suite 160 |
| Entity Address, City or Town | Novato |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94949 |
| City Area Code | (650) |
| Local Phone Number | 276-7040 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.0001 per share |
| Trading Symbol | QTI |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | false |