QT IMAGING HOLDINGS, INC. SEC Filings

Anastas Budagov, identified as Chief Financial Officer of QT Imaging Holdings, Inc. (QTIH), filed a Form 4 stating his insider status terminated as of August 29, 2025. The filing shows no reported non-derivative or derivative transactions on the form and notes the reporting person is no longer subject to Section 16 obligations following that termination.

QT Imaging Holdings, Inc. filed an amended current report to add the full agreements related to its Chief Financial Officer’s resignation. On August 22, 2025, Anastas Budagov informed the board he would resign as CFO effective August 29, 2025. He was not contractually entitled to severance, but the parties entered into a Separation and Release Agreement under which he will receive $150,000 in lieu of severance in exchange for a release of all claims against the company.

The company and Mr. Budagov also signed a Consulting Agreement. From August 29, 2025 through November 15, 2025, he will serve as an advisor at an hourly rate of $180, payable monthly, with an aggregate cap of $20,000 that the company can change with prior written notice. He is generally not expected to work more than ten hours per week unless adjusted. His outstanding stock options will continue to vest under their existing terms during the consulting period.

QT Imaging Holdings, Inc. reported that its Board of Directors approved higher compensation for Chief Executive Officer Dr. Raluca Dinu. Effective September 1, 2025, her base salary increases from $470,000 to $550,000 per year. Her target annual bonus also rises from 65% of salary to 75% of salary, reflecting updated terms of her executive pay package.

Alta Partners LLC reported beneficial ownership of 1,698,704 shares of QT Imaging Holdings, Inc. common stock, representing 5.58% of the class. The filing states these shares are "shares issuable upon exercise of warrants," and Alta Partners reports sole voting and dispositive power over all 1,698,704 shares. The statement affirms the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. The filing is submitted on Schedule 13G and signed by Steven Cohen as Managing Member of Alta Partners LLC.

QT Imaging Holdings’ Second Amended and Restated Certificate of Incorporation, effective March 4, 2024, grants broad indemnification to current and former directors, officers, employees and agents to the fullest extent permitted by law. The Charter and cited Delaware law (Section 145 of the DGCL) allow the company to pay or advance expenses, including attorneys’ fees, judgments, fines, ERISA excise taxes and settlement amounts, for persons involved in threatened, pending or completed proceedings arising from service to the company or at its request for other entities. The DGCL also expressly permits insurance to cover such liabilities. The filing restates that indemnification rights are nonexclusive and confirms advancement of defense expenses subject to applicable law.

QT Imaging Holdings, Inc. disclosed the appointment of Michael Jennings as Chief Financial Officer with a CFO employment agreement that provides, if terminated without a Change of Control and upon an effective release of claims, nine months of his then-current base salary paid monthly, continuation of company-paid health coverage for up to nine months (or until he begins comparable full-time coverage), and immediate vesting of equity awards through the next scheduled vesting date. Mr. Jennings, age 58, is a CPA with senior finance experience at UpHealth and eHealth and has led finance, SEC reporting, and large system implementations.

The company also announced a Warrant Repurchase Agreement providing $5.0 million in new funding to repurchase and cancel Yorkville warrants, as disclosed in press releases attached as exhibits.

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.

QT Imaging Holdings, Inc. reported the results of its 2025 Annual Meeting of Stockholders held on August 19, 2025. Stockholders representing 20,846,542 of the 28,710,144 shares of common stock entitled to vote were present, establishing a quorum. Two Class I directors, Daniel Dickson and James Greene, were elected, receiving 17,768,717 and 17,798,921 votes “for,” respectively. Stockholders also ratified BPM LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 20,677,932 votes “for.” In addition, stockholders approved an amendment to the Second Amended and Restated Certificate of Incorporation to authorize a reverse stock split at a ratio between 2:1 and 20:1, to be fixed by the Board, with 19,621,693 votes “for.”

Zeev Weiner, a director of QT Imaging Holdings, Inc. (QTI/QTIH), was granted 25,000 stock options on 08/11/2025 with an exercise price of $1.90. The option award is reported as a direct holding and the filing shows 25,000 derivative securities beneficially owned following the transaction.

The grant vests one-third on August 15, 2026, with the remaining two-thirds vesting in eight equal quarterly installments on each November 15, February 15, May 15 and August 15, resulting in full vesting on August 15, 2028, subject to continued service. The Form 4 is signed by Zeev Weiner on 08/13/2025 and lists an expiration date of 08/11/2035 for the option term as reported.