QT Imaging Holdings Enters Material Definitive Agreement

TL;DR

QT Imaging (QTGH) signed a big deal, filing an 8-K on 8/25 for an event on 8/21.

AI Summary

On August 21, 2025, QT Imaging Holdings, Inc. entered into a material definitive agreement. The company, formerly known as GigCapital5, Inc. until February 4, 2021, filed this 8-K report on August 25, 2025. The filing indicates the company's principal executive offices are located at 3 Hamilton Landing, Suite 160, Novato, CA 94949.

Why It Matters

This filing signals a significant development for QT Imaging Holdings, Inc., potentially impacting its business operations and future strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could represent significant opportunities or risks depending on the nature of the agreement.

Key Players & Entities

• QT Imaging Holdings, Inc. (company) — Registrant
• GigCapital5, Inc. (company) — Former company name
• August 21, 2025 (date) — Date of earliest event reported
• August 25, 2025 (date) — Filing date
• 3 Hamilton Landing, Suite 160, Novato, CA 94949 (location) — Principal executive offices

FAQ

Filing Documents

• qti-20250821.htm (8-K) — 39KB
• a101qtimagingholdings-gulf.htm (EX-10.1) — 120KB
• a991qtigulfmedical_082225x.htm (EX-99.1) — 13KB
• image_0.jpg (GRAPHIC) — 67KB
• image_2a.jpg (GRAPHIC) — 12KB
• image_3a.jpg (GRAPHIC) — 43KB
• 0001844505-25-000098.txt ( ) — 495KB
• qti-20250821.xsd (EX-101.SCH) — 2KB
• qti-20250821_lab.xml (EX-101.LAB) — 22KB
• qti-20250821_pre.xml (EX-101.PRE) — 13KB
• qti-20250821_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On August 21, 2025, QT Imaging Holdings, Inc. (the " Company ") entered into a Distribution Agreement (the " Distribution Agreement ") with Gulf Medical Co., a corporation organized and existing under the laws of Saudi Arabia (" GMC "). Under the terms of the Distribution Agreement, the Company shall authorize and grant to GMC the exclusive right to market, advertise and sell the QT Breast Acoustic CT Scanners (the " Scanners ") and the QTI Cloud Platform SaaS subscriptions (together with the Scanners, the " Approved Products ") in Saudi Arabia (the " Territory "). The term of the Distribution Agreement commenced on August 21, 2025, and shall remain in force until August 21, 2028 (the " Initial Term "). If GMC has met the Minimum Purchase Requirements (as defined below) during the Initial Term, the Distribution Agreement shall automatically be extended for an additional one-year term. GMC agrees to meet or exceed the purchase requirements and/or revenue goals for the Approved Products set forth in the Distribution Agreement (the " Minimum Purchase Requirements ") during the Initial Term. In the event GMC fails to meet these Minimum Purchase Requirements in any year during the Initial Term, the Company may, at its sole option, (a) terminate GMC's exclusive distributorship rights for the sale and promotion of the Approved Products granted under this Agreement and appoint other distributors for the Approved Products in the Territory, or (b) terminate the Distribution Agreement. Should the Company elect to so terminate GMC's exclusive distributorship in the Territory, the Company may continue to sell the Approved Products to GMC for GMC to distribute on a non-exclusive basis in the Territory in accordance with the terms and conditions of the Distribution Agreement, and GMC's ongoing obligations with regard to its Minimum Purchase Requirements for the Approved Products shall terminate. Should the Company be unable to

01 Other Events

Item 8.01 Other Events On August 25, 2025, the Company issued a press release announcing the Distribution Agreement, entitled "QT Imaging Inks Exclusive Distribution Agreement with Gulf Medical for Saudi Arabia". A copy of the press release is attached to this Current Report on Form 8-K (this " Current Report ") as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Item 10.1* Distribution Agreement, dated as of August 21, 2025, by and between QT Imaging Holdings, Inc. and Gulf Medical Co. 99.1 Press release, dated August 25, 2025, entitled "QT Imaging Inks Exclusive Distribution Agreement with Gulf Medical for Saudi Arabia". 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain portions of this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(10)(iv) because such portions are not material and are the type of information that the Company treats as private or confidential. The Company agrees to furnish supplementally an unredacted copy of the exhibit, or any section thereof, 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: August 25, 2025 By: /s/ Raluca Dinu Name: Raluca Dinu Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR