QTI 8-K
Qt Imaging Holdings, Inc. (QTI)
8-K
2026-01-20
For: 2026-01-19
View Original
Added on
April 07, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 19, 2026
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(Exact name of Registrant as Specified in Charter)
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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):
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Securities registered pursuant to Section 12(b) of the Act:
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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 January 19, 2026, QT Imaging Holdings, Inc. (the “Company”) entered into a Distribution Agreement (the “Distribution Agreement”) with Al Naghi Medical Co., a corporation organized and existing under the laws of United Arab Emirates (“NMC”). Under the terms of the Distribution Agreement, the Company shall authorize and grant to NMC 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 United Arab Emirates (the “Territory”).
The term of the Distribution Agreement commenced on January 19, 2026, and shall remain in force until January 19, 2029 (the “Initial Term”). If NMC 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. NMC 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 NMC fails to meet these Minimum Purchase Requirements in any year during the Initial Term, the Company may, at its sole option, (a) terminate NMC’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 NMC’s exclusive distributorship in the Territory, the Company may continue to sell the Approved Products to NMC for NMC to distribute on a non-exclusive basis in the Territory in accordance with the terms and conditions of the Distribution Agreement, and NMC’s ongoing obligations with regard to its Minimum Purchase Requirements for the Approved Products shall terminate. Should the Company be unable to furnish NMC with sufficient quantities of the Approved Products, as may be requested by NMC in its Release Orders (as defined below) submitted to the Company in accordance with the terms of the Distribution Agreement, then NMC’s Minimum Purchase Requirement shall be reduced by the quantity of Approved Products that the Company is unable to deliver as requested.
NMC 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 NMC during the term of the Distribution Agreement and shall retain all intellectual property rights.
At any time during the term of the Distribution Agreement, NMC 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, NMC 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. NMC 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 NMC’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 NMC may not reject partial shipments. Any delay in delivery of any installment of Approved Products will not relieve NMC of its obligation to accept the remaining deliveries. NMC 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 NMC purchases from the Company shall be in United States Dollars. Except as NMC and the Company may otherwise mutually agree in writing,
provided that NMC maintains a credit limit with the Company that has been approved in writing by the Company, NMC 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 NMC’s designated location(s), or in any of the agreed upon payment terms. For certain orders as agreed upon by the Parties, NMC 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. NMC will pay all sales, use and other taxes due on sales of Approved Products in United Arab Emirates. NMC is not responsible for any taxes outside United Arab Emirates.
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 NMC for an Approved Product.
During its validity period, the Distribution Agreement can be terminated only with the approval of both parties and, upon termination, NMC 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 January 20, 2026, the Company issued a press release announcing the Distribution Agreement, entitled “QT Imaging Announces Exclusive Distribution Agreement with Al Naghi Medical for the United Arab Emirates Territory.” 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* | ||||||||
| 99.1 | ||||||||
| 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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: | January 20, 2026 | ||||||||||||||||
| By: | /s/ Dr. Raluca Dinu | ||||||||||||||||
| Name: | Dr. Raluca Dinu | ||||||||||||||||
| Title: | Chief Executive Officer | ||||||||||||||||
QT Imaging Announces Exclusive Distribution Agreement with Al Naghi Medical for the United Arab Emirates Territory
Agreement comes on the heels of Company inking an exclusive distribution agreement with Gulf Medical for Saudi Arabia
Creates an additional $24M revenue runway to penetrate the second largest healthcare market in the Middle East
Shipments of scanners to commence in Q2’26
Novato, Calif. – January 20, 2026 – QT Imaging Holdings, Inc. (OTCQB: QTIH) (“QT Imaging” or the “Company”), a medical device company engaged in research, development, and commercialization of innovative body imaging systems, is pleased to announce that it has entered into an exclusive distribution agreement (the “Agreement”) for its QTI Breast Acoustic CT™ scanners and QTI Cloud Platform in the United Arab Emirates (“UAE”) territory with Al Naghi Medical Co. (“NMC”), a leading distributor of medical devices.
The U.S. FDA-cleared QTI Breast Acoustic CT scanner is the first non-invasive breast imaging technology that provides a true 3D image of the breast anatomy without compression, contrast administration, or harmful ionizing radiation. The Company also recently unveiled its ongoing strategic initiative to build the QTI Cloud Platform, designed to transform breast health through biomarkers and imaging intelligence. Utilizing a tiered Software as a Service (“SaaS”) delivery model, the QTI Cloud SaaS Platform will provide subscribers with access to a large and growing portfolio of tools that automate findings classification, deliver consistent decision support, and ensure that future AI/ML advancements, such as automated lesion segmentation, volumetric tissue characterization, and computer-aided diagnosis and reporting, can be securely delivered to all securely connected QTI Breast Acoustic CT systems without requiring on-premise updates.
The Agreement provides for committed, minimum order quantities of 7 scanners in 2026 (starting in the second quarter), increasing to 16 scanners in 2027 and 20 scanners in 2028, for a total minimum of 43 scanners and revenue of more than $24 million.
The prevalence of breast cancer in the UAE has increased dramatically throughout the decades. According to national data cited by Elobaid et al., breast cancer accounts for 25% of cancer cases diagnosed in the UAE, and 43% of cancer cases diagnosed in women in the UAE.1 Of note, according to data cited by Al-Shamsi and Alrawi (2018), the median age of breast cancer diagnosis in the UAE is approximately 48–49 years, which previous studies cited by Rabbani et al. indicate is nearly a decade younger than in Western countries.2,3 As genetic predisposition, particularly BRCA1 and BRCA2 mutations, has been identified as an important contributor to breast cancer risk in the UAE4, QT Imaging breast imaging technology providing a solution for younger women is well suited for this market.
“We are excited to gain access to this significant market by partnering for the distribution of our technology with NMC, one of the leading medical device distributors in the UAE,” said QT Imaging’s Chief Executive Officer, Dr. Raluca Dinu. “By making breast imaging accurate, comfortable, and stress-free, we believe that our QTI Breast Acoustic CT™ scanner can help change the current breast cancer screening paradigm in the UAE, promoting earlier detection and improved prognoses.”
Sources
1 Y. Elobaid, T. C. Aw, J. N. W. Lim, S. Hamid, and M. Grivna, “Breast Cancer Presentation Delays Among Arab and National Women in the UAE: A Qualitative Study,” SSM Popul Health 2 (2016): 155–163.
2 Al-Shamsi HO, Alrawi S: Breast cancer screening in the United Arab Emirates: Is it time to call for a screening at an earlier age? J Cancer Prev Curr Res 9:123-126, 2018.
3 S. A. Rabbani, A. M. S. K. Al Marzooqi, A. E. M. Srouji, E. A. Hamad, and A. Mahtab, “Impact of Community-Based Educational Intervention on Breast Cancer and Its Screening Awareness Among Arab Women in the United Arab Emirates,” Clinical Epidemiology and Global Health 7, no. 4 (2019): 600–605.
4 Altinoz A, Abdel-Aziz A, Ameri MA. Genetic Predisposition of Breast Cancer in the United Arab Emirates. Arch Cancer Biol Ther. 2021; 2(2): 35-36.
About Al Naghi Medical LLC
Al Naghi Medical Company is a leading provider of medical devices in the United Arab Emirates (UAE). Established in 1994. With offices in Dubai and Abu Dhabi, Al Naghi Medical supplies hospitals, universities and various types of medical facilities across the UAE with the highest quality products and leading technology solutions. Operating under the umbrella of Gulf Medical Company, with headquarters in The Kingdom of Saudi Arabia and dedicated since 1983 to offering specialized solutions to the medical sector, Al Naghi Medical is a professional exemplification of building long-term partnerships with suppliers and customers in the UAE’s medical field. Learn more at www.naghimedical.com and follow on LinkedIn, Instagram, Facebook and X (Twitter).
About QT Imaging Holdings, Inc.
QT Imaging Holdings, Inc. is a public (OTCQB: QTIH) medical device company engaged in research, development, and commercialization of innovative body imaging systems using low frequency sound waves. QT Imaging Holdings, Inc. strives to improve global health outcomes. Its strategy is predicated upon the fact that medical imaging is critical to the detection, diagnosis, and treatment of disease and that it should be safe, affordable, accessible, and centered on the patient’s experience. For more information on QT Imaging Holdings, Inc., please visit the Company’s website at www.qtimaging.com.
Breast Acoustic CT™ is a trademark of an affiliate of QT Imaging Holdings, Inc.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements contain words such as “will,” and “expect,” or the negative thereof or comparable terminology, and include (without limitation) statements regarding contracted sales quantities and revenue from such sales of the QTI Breast Acoustic CT imaging technology and user subscriptions to the QTI Cloud Platform in the UAE, the presentation and performance of the QTI Breast Acoustic CT imaging technology, plans for QT Imaging, new product development and introduction, and product sales growth and projected revenues. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement. These risks include, but are not limited to: research results from the use of the QTI Breast Acoustic CT scanner, clinical studies, the ability of QT Imaging to sell and deploy the QTI Breast Acoustic CT scanner, regulatory matters in the UAE, the ability to extend product offerings into new areas or products, the ability to commercialize technology, unexpected occurrences that deter the full documentation and
“bring to market” plan for products, trends and fluctuations in the industry, changes in demand and purchasing volume of customers, unpredictability of suppliers, the ability to attract and retain qualified personnel and the ability to move product sales to production levels. Additional factors that could cause actual results to differ are discussed under the heading “Risk Factors” and in other sections of QT Imaging Holding’s filings with the SEC, and in its other current and periodic reports filed or furnished from time to time with the SEC. All forward-looking statements in this press release are made as of the date hereof, based on information available to QT Imaging Holdings as of the date hereof, and QT Imaging Holdings assumes no obligation to update any forward-looking statement.
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