UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Definitive Material Agreement |
On April 17, 2024, QT Imaging Holdings, Inc., a Delaware Corporation (the “Company”), entered into a Space and Equipment Sublease Agreement (the “Space and Equipment Sublease”) with QT Imaging Center, a California sole proprietorship of John C. Klock, M.D. (the “Practice”), pursuant to which the Practice will sublease certain medical equipment and space, currently leased from Hamilton Landing Novato LLC by the Company, to the Practice for use in its operations, on a full-time and exclusive basis. The Practice shall pay to the Company a $5,666 rental fee (the “Rent”) for the Subleased Space (as defined in the Space and Equipment Sublease) on a monthly basis, payable on the first day of each month and no later than ten days thereafter, with the Rent to be pro-rated for any partial month. The parties have determined that the Rent equals the fair market value of the Subleased Space and Subleased Equipment (as defined in the Space and Equipment Sublease), without taking into account the proximity of the parties or the space to any source, volume or value of referrals between the parties or any patient thereof. Further, the Practice shall pay when due all sales, use, personal property, leasing, excise or other fees, taxes, charges or withholdings of any kind imposed against the Company, the Practice or the Subleased Equipment with respect to the Space and Equipment Sublease, the Subleased Equipment, or any related fees, receipts or earnings, including local taxes and personal property taxes. The term of the Space and Equipment Sublease is one year unless terminated and shall auto-renew for successive one-year periods, unless otherwise terminated.
The foregoing description is qualified in its entirety by reference to the Space and Equipment Sublease, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 1.02 | Termination of a Definitive Material Agreement |
As previously disclosed as Exhibit 10.23 to the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) on February 7, 2023, QT Imaging, Inc. entered into a Management Services Agreement (the “MSA”) with the Practice, dated as of September 1, 2020, as amended by the First Amendment to the MSA, dated June 1, 2021, and the Second Amendment, dated September 21, 2021, pursuant to which the Practice was engaged to provide medical services to the Company and the Company was engaged to provide management services to the Practice. Notice of the parties’ mutual decision to terminate the MSA, in accordance with Section 5.2(c) thereof, was delivered on March 22, 2024 and acknowledged by the Practice on April 17, 2024 with an effective date of April 1, 2024.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit | Description | |
| 10.1 | Space and Equipment Sublease, dated as of April 1, 2024, by and among QT Imaging Holdings, Inc. and QT Imaging Center. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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: April 19, 2024 | QT Imaging Holdings, Inc. | |||||
| By: | /s/ Raluca Dinu | |||||
| Name: | Dr. Raluca Dinu | |||||
| Title: | Chief Executive Officer | |||||