QT Imaging Holdings (QTI) outlines CFO resignation payout and consulting role

Rhea-AI Filing Summary

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.

Insights

Corporate governance analyst

CFO resigns, stays briefly as consultant with defined cash terms.

QT Imaging Holdings, Inc. discloses that CFO Anastas Budagov resigned effective August 29, 2025, but will receive a negotiated payment and provide a claim release. Instead of contractual severance, the company agreed to pay $150,000 under a Separation and Release Agreement, which clarifies the financial cost and closes off potential disputes between the parties.

The related Consulting Agreement keeps Budagov involved through November 15, 2025 as an advisor at $180 per hour, capped at $20,000, unless the company changes the cap with written notice. His options continue vesting during this period, aligning his incentives with the company while it manages the finance leadership transition. The overall impact is administrative and governance‑related rather than a clear positive or negative for the business outlook.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

FORM 8-K/A

(Amendment No. 1)

_________________________________________

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 29, 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)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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:

Title of each class

Trading Symbols

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

Introductory Note

This Amendment No. 1 to Current Report on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K of QT Imaging Holdings, Inc. (the “Company”), filed on August 28, 2025 (the “Original Report”), in which the Company reported, among other events, the resignation of the Company’s Chief Financial Officer.

This Amendment No. 1 is being filed is being filed to include the (a) Separation Agreement and Release by and between the Company and Anastas Budagov and (b) Consulting Agreement by and between the same parties.

This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or discussion of any developments at the Company subsequent to the filing date of the Original Report. The information previously reported in or filed with the Original Report is hereby incorporated by reference into this Amendment No. 1.

Item 5.02    Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Officer

On August 22, 2025, Anastas Budagov informed the board of directors (the “Board”) of the Company that he is resigning from his position as Chief Financial Officer, effective as of August 29, 2025. As this is not a resignation for which he is entitled to severance pursuant to his employment agreement with the Company, as previously disclosed by the Company, Mr. Budagov will not be receiving any severance. However, in connection with Mr. Budagov’s resignation, the Company and Mr. Budagov negotiated a separation and release agreement (the “Separation and Release Agreement”) pursuant to which Mr. Budagov will receive a payment of $150,000 in lieu of severance and will provide in exchange a release of all claims against the Company.

Additionally, pursuant to the Separation and Release Agreement, the Company has agreed, pursuant to a consulting agreement (the “Consulting Agreement”), to engage Mr. Budagov, and Mr. Budagov has agreed to serve, as an advisor to the Company from August 29, 2025, through November 15, 2025, unless the engagement period is extended in writing by the parties or terminated earlier pursuant to the terms of the Consulting Agreement.

The Consulting Agreement provides that the Company will pay Mr. Budagov an hourly fee of $180.00 (payable monthly in arrears, within 30 days following receipt by the Company of an invoice detailing hours), with a cap of $20,000.00 in the aggregate, and that the Company may increase or decrease the aggregate cap by providing a prior written notice to Mr. Budagov. The Consulting Agreement also provides that unless adjusted by the Company with prior written notice, that Mr. Budagov is not expected to work in excess of ten (10) hours weekly. Mr. Budagov’s outstanding option grants will continue to vest pursuant to their terms over the term of the Consulting Agreement.

The foregoing description is qualified in its entirety by reference to the Separation and Release Agreement and the Consulting Agreement, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2 and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.						Item
10.1						Separation and Release Agreement, dated as of August 29, 2025, by and between QT Imaging Holdings, Inc. and Anastas Budagov.
10.2						Consulting Agreement, dated as of August 29, 2025, by and between QT Imaging Holdings, Inc. and Anastas Budagov (included in Exhibit 10.1).
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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:

September 2, 2025

By:

/s/ Raluca Dinu

Name:

Raluca Dinu

Title:

Chief Executive Officer

FAQ

What did QT Imaging Holdings, Inc. (QTI) disclose in this 8-K/A?

QT Imaging Holdings, Inc. filed an amended current report to add the full Separation and Release Agreement and Consulting Agreement related to the resignation of its Chief Financial Officer, Anastas Budagov.

When did QT Imaging’s CFO Anastas Budagov resign and when was it effective?

Anastas Budagov informed the board on August 22, 2025 that he would resign as Chief Financial Officer, with his resignation effective as of August 29, 2025.

What cash payment will QT Imaging’s former CFO receive in connection with his resignation?

Under the Separation and Release Agreement, Mr. Budagov will receive a $150,000 payment in lieu of severance, in exchange for providing a release of all claims against the company.

What are the key terms of the consulting arrangement with QT Imaging’s former CFO?

Under the Consulting Agreement, Mr. Budagov will advise the company from August 29, 2025 through November 15, 2025, at an hourly rate of $180, payable monthly, with an aggregate fee cap of $20,000 that the company can adjust with prior written notice.

How much is QT Imaging expecting the former CFO to work as a consultant?

The Consulting Agreement states that, unless adjusted by the company with prior written notice, Mr. Budagov is not expected to work more than ten hours per week during the consulting period.

What happens to Anastas Budagov’s stock options after his resignation from QT Imaging?

The filing states that Mr. Budagov’s outstanding option grants will continue to vest according to their existing terms over the term of the Consulting Agreement.