QT Imaging Holdings, Inc. Common Stock FY 2026 Earnings Call

Good morning, ladies and gentlemen. We will now start today's proceedings, which are being conducted virtually. My name is Raluca Dinu. I am the Chief Executive Officer of QT Imaging Holdings, Inc. We will start this annual meeting with the official business for the 2026 annual meeting for the fiscal year ended December 31st, 2025.

Good morning, ladies and gentlemen. My name is Avi Katz, and I'm the Chairman of the Board of Directors of QT Imaging Holdings, Inc. In accordance with the bylaws of the company, I will act as a chairman of the annual meeting, which will be conducted by Dr. Dinu, the CEO. We will now proceed with the formal part of the meeting. QT Imaging Holdings, Inc. is pleased to announce that its annual meeting of stockholders will now come to order on this 28th day of July 2026 at 1:00 P.M. Eastern Time. Thank you, Dr. Katz.

You should have received copies of the proxy statement and our annual report in the mail, which are also available online at www.virtualshareholdermeeting.com/qti2026. Please allow me to welcome you this morning and to thank you for your interest and attendance. We will conduct this meeting according to the agenda. At the meeting, we are considering the following matters. 1, the election of 2 class 2 directors to hold office until the 2029 annual meeting and until their respective successors are elected and qualified. 2, the ratification of the appointment of BPM LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. 3, the approval of an amendment to our 2024 Equity Incentive Plan to increase the number of shares authorized and reserved for issuance.

You may vote online during the meeting, but do not need to do so if you already sent your proxy card unless you wish to change your vote. 2 individuals, including current director Professor Zeev Weiner and director nominee Brian Timm, have been nominated as class 2 directors for election for a 3-year term and are in attendance at the meeting. Other directors who are present at this meeting are Dr. Avi Katz, who serves as the Chairman of the Board, Dr. John Klock, Daniel Dickson, and Jim Greene. Last, I serve as the Chief Executive Officer, President, Secretary, and Director. The biographies of all directors are available in the proxy statement sent to you and are also available on the investor relations portion of the company's website.

I would also like to introduce another member of the management team who is present at the meeting, Jay Jennings, who serves as our Chief Financial Officer. Representing our independent accountant, BPM LLP, is Jeff Dietrich. Representing our outside corporate counsel, DLA Piper LLP US, is Jeffrey Selman. The board of directors fixed the close of business on June 23rd, 2026, as the record date for the determination of stockholders entitled to notice of this meeting and entitled to vote at this meeting, as disclosed in the proxy statement. Notice of the meeting and the proxy statement, together with a proxy card and the annual report for fiscal year 2025, were mailed to all such stockholders. An alphabetical list of all the stockholders of record of the company as of record date has been available on file at the company for inspection by any stockholder of the company.

Also available is an affidavit of Broadridge Financial Solutions, Inc., the company's mailing agent, attesting that the notice of the meeting, the proxy statement, a proxy card, and the annual report for fiscal year 2025 were mailed on or about July 2nd, 2026, to each stockholder of record. The affidavit will be inserted in the company's minute book immediately following the minutes of the meeting. Prior to this meeting, the company appointed Ishani Patel, a representative of Sodali & Co., the company's proxy solicitor, to serve as inspector of election. The certificate of appointment appointing Ms. Patel to serve as inspector of election will be inserted in the company's minute book immediately following the minutes of this meeting.

Prior to this meeting, Ms. Patel signed an oath of inspector of elections that she will faithfully execute the duties of inspector with strict impartiality and according to the best of her ability. The oath will be inserted in the company's minute book immediately following the minutes of this meeting. Following this meeting, Ms. Patel will submit to me a certificate of inspector of elections certifying, one, the number of shares represented at this meeting, two, the validity of all proxies and ballots and the information relied upon in making such a determination, and three, the count of all votes and ballots. The certificate will be inserted in the company's minute book immediately following the minutes of this meeting.

This annual meeting is held for the purpose of the election of two Class II directors, the ratification of the selection of BPM LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31st, 2026, and the approval of an amendment of our 2024 Equity Incentive Plan to increase the number of shares authorized and reserved for issuance. If there are any proxies that have not been submitted online, they should be submitted at www.virtualshareholdermeeting.com/qti2026. Again, that is www.virtualshareholdermeeting.com/qti2026. At the record date of June 23rd, 2026, there were 13,768,903 shares of common stock outstanding. I have been informed that shares entitled to cast at least 8,698,769 votes are represented by proxy at this meeting. This number constitutes a quorum. Mr. Jennings and I have been designated attorneys in fact to vote the proxies. Proposal one, election of two Class II directors.

We will now take up the first matter to be voted upon, the election of two Class II directors. As indicated in the proxy statement, Professor Zeev Weiner and Brian Timm were nominated for election. Is there any discussion of the proposal? Proposal 2, ratification of independent registered public accounting firm. The next order of business is proposal 2, which concerns the ratification of the selection of BPM LLP as the independent registered public accounting firm for the fiscal year ending December 31st, 2026. The ratification of the selection of BPM LLP is now before the meeting. Is there any discussion of the proposal? Proposal 3, approval of an amendment to our 2024 Equity Incentive Plan to increase the number of shares authorized and reserved for issuance. Is there any discussion of the proposal?

Ladies and gentlemen, Delaware corporate law, to which QT Imaging Holdings, Inc. is subject, require that we now announce the opening and closing of the polls for the matters to be voted on. I hereby declare that the polls for the election of two Class II directors, the ratification of selection of BPM LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31st, 2026, and approval of an amendment to our 2024 Equity Incentive Plan to increase the number of shares authorized and reserved for issuance, will open on this 28th day of July at 1:10 P.M. Eastern Time and will be closed at 1:11 P.M. Eastern Time. The polls are now open. Mr. Jennings, our Chief Financial Officer, will now vote the proxies received by the Company.

Pursuant to the authority granted in the proxies, I now vote the proxies presented prior to this meeting as directed in those proxies.

If there's anyone who is voting in person online, please ensure your vote has been submitted at www.virtualshareholdermeeting.com/qti2026. It's being now 1:12 P.M. Eastern Time. The polls are now closed.

Thank you, Dr. Katz. I will now ask the Inspector of Election, Ms. Patel, to report on the results of the voting on the election of the Class 2 directors. Ms. Patel? At least 6,301,278 shares, or 93.71% of shares presented in person or by proxy at this meeting and voting on this proposal, have voted for the election of Professor Zeev Weiner.

At least 6,673,820 shares, or 99.25% of the shares presented in person or by proxy at this meeting and voting on this proposal, have voted for the election of Brian Timm.

Thank you. Professor Weiner and Mr. Timm are elected as directors of the company until the 2029 annual meeting and until their successors have been elected. The exact number of votes received in favor of each of Professor Weiner and Mr. Timm will be recorded in the Certificate of Inspector of Elections and in the minutes of the meeting. I will now ask the Inspector of Elections, Ms. Patel, to report on the results of the ratification of the selection of BPM LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. Ms. Patel? At least 8,616,331 shares, or 99.42% of the shares presented in person or by proxy at this meeting and voting on this proposal, have voted for the ratification of selection of BPM LLP as company's independent registered public accounting firm for the current year.

Thank you, Ms. Patel. Accordingly, the selection of BPM LLP as the company's independent registered public accounting firm for the current year is ratified. The exact number of votes received in favor of the ratification will be recorded in the Certificate of Inspector of Elections and in the minutes of this meeting. I will now ask the inspector to report on the results of the approval of the amendment to our 2024 Equity Incentive Plan to increase the number of shares authorized and reserved for issuance. Ms. Patel? At least 5,683,009 shares, or 85.03% of the share presented in person or by proxy at this meeting and voting on this proposal, have voted for the approval of the amendment to our 2024 Equity Incentive Plan to increase the number of shares authorized and reserved for issuance.

Thank you, Ms. Patel. Accordingly, the approval of the amendment to our 2024 Equity Incentive Plan to increase the number of shares authorized and reserved for issuance is confirmed. The exact number of votes received in favor of the approval will be recorded in the Certificate of Inspector of Elections and in the minutes of this meeting. This concludes the formal stockholder meeting. Is there a motion that the meeting be adjourned?

This is Dr. Katz, I'll move that the meeting will be adjourned.

Thank you, Dr. Katz. I second the motion.

It has been moved and seconded that the meeting be adjourned. Is there any discussions? Is there any opposition to the motion? The meeting is adjourned. Thank you so much, ladies and gentlemen, and have a good day to all of you.

Thank you very much. Thank you. That concludes today's meeting. We thank you for your participation. You may disconnect at this time.