QT Imaging (NASDAQ: QTI) inks Saudi Arabia exclusive distribution deal

Rhea-AI Filing Summary

QT Imaging Holdings, Inc. entered into a three-year exclusive distribution agreement with Gulf Medical Co. covering sales of its QT Breast Acoustic CT Scanners and QTI Cloud Platform SaaS subscriptions in Saudi Arabia. The deal runs from August 21, 2025 through August 21, 2028 and can be extended for one year if Gulf Medical meets defined minimum purchase and revenue requirements. If these minimums are not met, QT Imaging may either terminate exclusivity while continuing non-exclusive supply or terminate the agreement. Gulf Medical is responsible for local regulatory approvals, shipping-related costs, and taxes in Saudi Arabia, while QT Imaging provides training, professional services, warranty coverage of at least one year and up to five years, and retains all intellectual property rights.

Insights

Medical device commercialization analyst

Exclusive Saudi distribution expands QT Imaging’s market access but revenue impact depends on order flow.

The agreement gives QT Imaging Holdings, Inc. an exclusive distributor, Gulf Medical Co., for its QT Breast Acoustic CT Scanners and QTI Cloud Platform SaaS in Saudi Arabia from August 21, 2025 to August 21, 2028. This structure leverages a local partner for market access, regulatory navigation, and on-the-ground sales in a new geography.

Minimum Purchase Requirements and revenue goals create a performance framework: if Gulf Medical does not meet these during the initial term, QT Imaging can end exclusivity or terminate the contract. That puts discipline on distributor performance while allowing QT Imaging to preserve optionality in the territory.

Cash terms require Gulf Medical to pay 50% of each Release Order at placement and 50% within 45 days of shipment, which can support QT Imaging’s working capital once orders commence. Actual financial impact will hinge on the volume of Release Orders submitted under accepted blanket purchase orders over the contract term.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

FORM 8-K

_________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 21, 2025

________________________________________________________

QT IMAGING HOLDINGS, INC.

(Exact name of Registrant as Specified in Charter)

________________________________________________________

Delaware

001-40839

86-1728920

(State or Other Jurisdiction of

(Commission

(IRS Employer

Incorporation or Organization)

File Number)

Identification Number)

3 Hamilton Landing, Suite 160

Novato, CA 94949

(Address of principal executive offices, including Zip Code)

(650) 276-7040

(Registrant's telephone number, including area code)

________________________________________________________

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):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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Name of each exchange on which registered

None

N/A

N/A

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 x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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 furnish GMC with sufficient quantities of the Approved Products, as may be requested by GMC in its Release Orders (as defined below) submitted to the Company in accordance with the terms of the Distribution Agreement, then GMC’s Minimum Purchase Requirement shall be reduced by the quantity of Approved Products that the Company is unable to deliver as requested.

GMC shall secure all required governmental approvals, permits, licenses, customs clearances, and authorizations required for shipment to and use of the Scanners in the Territory. The Company shall provide training and professional services to GMC during the term of the Distribution Agreement and shall retain all intellectual property rights.

At any time during the term of the Distribution Agreement, GMC may submit to the Company a blanket purchase order (the “Blanket Purchase Order”) with any client’s requirements for the Approved Products for review and written acceptance by the Company. Thereafter, over the course of the client’s project GMC may submit to the Company one or more release orders for Approved Products to meet the client’s requirements under the applicable Blanket Purchase Order (each, a “Release Order”). If the Company reasonably anticipates being able to meet such requirements, such order shall be deemed approved so long as it conforms to the terms of the Distribution Agreement. Any terms and conditions in an order that are inconsistent with or in addition to the terms and conditions of the Distribution Agreement shall be rejected and considered null and of no effect, unless expressly agreed to by the Company in writing. Upon receipt and acceptance of each order, the Company will provide the minimum number of days to ship the Scanners and then deliver the Scanners to the destinations designated in such orders. GMC will bear all risks of loss or damage to the Scanners upon delivery to the designated destinations.

The Company will deliver the Approved Products to GMC’s destination(s) designated in the applicable Release Order. The Company may make partial shipments, to be separately invoiced and paid for when due and GMC may not reject partial shipments. Any delay in delivery of any installment of Approved Products will not relieve GMC of its obligation to accept the remaining deliveries. GMC will be solely responsible for all shipping, packaging, duties, fees, brokerage, insurance and customs clearance and export documentation, as applicable, and for payment of all costs and charges related thereto, except that the Company will arrange the initial packaging and shipping.

All quotations, estimates, invoices and payments for Approved Products that GMC purchases from the Company shall be in United States Dollars. Except as GMC and the Company may otherwise mutually agree in writing, provided that GMC maintains a credit limit with the Company’s credit insurance provider that has been approved in writing by the Company, GMC shall pay the Company fifty percent (50%) of the total price of the Release Order upon order placement and fifty percent (50%) within 45 days from the date of shipping of the Approved Products to GMC’s designated location(s), or in any of the agreed upon payment terms. For certain orders as agreed upon by the Parties, GMC shall deliver an irrevocable letter of credit to the Company to secure payment, with such irrevocable letter of credit for any particular order to be based upon the size of the order. GMC will pay all sales, use and other taxes due on sales of Approved Products in KSA. GMC is not responsible for any taxes outside KSA.

The Company has provided for a limited warranty of at least one year, and up to five years, depending on the purchase price paid by a client of GMC for an Approved Product.

The Distribution Agreement can be terminated only with the approval of both parties and, upon termination, GMC shall be permitted to sell any Scanners that it holds in accordance with the Distribution Agreement.

The foregoing description is qualified in its entirety by reference to the Distribution Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

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.

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

FAQ

What did QT Imaging Holdings (QTI) announce in this 8-K filing?

QT Imaging Holdings, Inc. disclosed that it entered into an exclusive Distribution Agreement with Gulf Medical Co. to market, advertise, and sell its QT Breast Acoustic CT Scanners and QTI Cloud Platform SaaS subscriptions in Saudi Arabia.

How long does QT Imaging’s exclusive distribution agreement with Gulf Medical in Saudi Arabia last?

The Distribution Agreement runs from August 21, 2025 to August 21, 2028 as the initial term, with an automatic one-year extension if Gulf Medical meets the agreed Minimum Purchase Requirements.

What products are covered by QT Imaging’s agreement with Gulf Medical?

The agreement covers QT Breast Acoustic CT Scanners and QTI Cloud Platform SaaS subscriptions, together defined as the Approved Products for distribution in Saudi Arabia.

What happens if Gulf Medical fails to meet the Minimum Purchase Requirements for QT Imaging products?

If the Minimum Purchase Requirements are not met in any year of the initial term, QT Imaging may either terminate Gulf Medical’s exclusive distributorship rights and appoint other distributors in Saudi Arabia or terminate the Distribution Agreement altogether.

Who is responsible for regulatory approvals and shipping costs under the QT Imaging–Gulf Medical deal?

Gulf Medical Co. must obtain all governmental approvals, permits, licenses, customs clearances, and authorizations for use of the scanners in Saudi Arabia and bear shipping, duties, fees, brokerage, insurance, and customs-related costs, while QT Imaging arranges initial packaging and shipping.

What are the payment terms Gulf Medical agreed to for purchasing QT Imaging products?

Unless otherwise agreed in writing and subject to approved credit limits, Gulf Medical pays 50% of the Release Order price at order placement and 50% within 45 days from the date of shipping the Approved Products to its designated locations.

Does QT Imaging provide any warranty on the products sold through Gulf Medical?

Yes. QT Imaging provides a limited warranty of at least one year and up to five years on Approved Products, depending on the purchase price paid by a Gulf Medical client.