QT Imaging Enters and Terminates Agreements

TL;DR

QT Imaging just signed and broke a big deal. What's next?

AI Summary

On June 18, 2024, QT Imaging Holdings, Inc. entered into a material definitive agreement and also terminated a material definitive agreement. The company, formerly known as GigCapital5, Inc., is incorporated in Delaware and headquartered in Novato, California.

Why It Matters

The company's execution and termination of material agreements indicate significant shifts in its business operations or strategic partnerships.

Risk Assessment

Risk Level: medium — The simultaneous entry into and termination of material definitive agreements suggests potential instability or significant strategic changes within the company.

Key Players & Entities

• QT Imaging Holdings, Inc. (company) — Registrant
• GigCapital5, Inc. (company) — Former company name
• June 18, 2024 (date) — Date of earliest event reported
• Novato, CA (location) — Company address

FAQ

Key Financial Figures

• $0.0001 — ich registered Common stock, par value $0.0001 per share QTI The Nasdaq Stock Market L

Filing Documents

• qti-20240618.htm (8-K) — 37KB
• qti_nxcdistributionagreeme.htm (EX-10.1) — 97KB
• 0001844505-24-000030.txt ( ) — 324KB
• qti-20240618.xsd (EX-101.SCH) — 3KB
• qti-20240618_def.xml (EX-101.DEF) — 16KB
• qti-20240618_lab.xml (EX-101.LAB) — 29KB
• qti-20240618_pre.xml (EX-101.PRE) — 17KB
• qti-20240618_htm.xml (XML) — 3KB

01 Entry into a Definitive Material Agreement

Item 1.01 Entry into a Definitive Material Agreement As previously disclosed, on May 31, 2023, QT Imaging Holdings, Inc., a Delaware corporation (the " Company " or " QT Imaging "), entered into a confidential Sales Agent Agreement with NXC Imaging, Inc. (" NXC "), a wholly-owned subsidiary of Canon Medical Systems USA, Inc. (" CMSU ") (the " Sales Agent Agreement "), pursuant to which QT Imaging appointed NXC as (i) a non-exclusive agent for the sale of QT Imaging products and services in non-exclusive territories: the U.S., U.S. territories, and U.S. Department of Defense installations, and (ii) an exclusive servicer of QT Imaging products sold by NXC under the terms of the Sales Agent Agreement. On June 18, 2024, QT Imaging entered into that certain Distribution Agreement with NXC (the " Distribution Agreement "), effective as of June 10, 2024, which will thereafter govern the parties' sales and distribution relationship, replacing the Sales Agent Agreement. Under the Distribution Agreement, NXC is appointed as the exclusive reseller to market, advertise, and resell certain Equipment (as defined in the Distribution Agreement) in the U.S. and U.S. territories. NXC will purchase for the purpose of reselling, leasing or renting the same directly to its customers, but is not obligated to purchase any particular quantity of Equipment from QT Imaging. QT Imaging has reserved the right to sell directly to customers as an exception. Furthermore, QT Imaging may, in Seller's sole discretion, sell the Equipment to any other person or entity anywhere in the world without notice to NXC or NXC's prior consent. NXC is also allowed to assign sales agents for the purpose of equipment sales. NXC's purchases will be in accordance with a product pricing schedule attached to the Distribution Agreement as Exhibit B (subject to change upon 60 days' prior written notice by QT Imaging), provided that neither NXC nor its assigned sales agents may mark-up the cost of the Equipment more

02 Termination of a Definitive Material Agreement

Item 1.02 Termination of a Definitive Material Agreement QT Imaging, NXC, and CMSU, as the parties to the Sales Agent Agreement, having agreed to replace the Sales Agent Agreement with the Distribution Agreement, have mutually agreed to terminate the Sales Agent Agreement effective as of the entry into the Distribution Agreement.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 10.1* Distribution Agreement, dated as of June 10, 2024, by and between QT Imaging Holdings, Inc. and NXC Imaging, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2) because it is both (i) immaterial and (ii) treated by the Company as private and confidential. The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon request. SIGNATURE 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. Dated: June 25, 2024 QT Imaging Holdings, Inc. By: /s/ Raluca Dinu Name: Raluca Dinu Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR