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): November 21, 2024
QUANTUM-SI INCORPORATED
(Exact name of registrant as specified in its charter)
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Delaware
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001-39486
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85-1388175
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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29 Business Park Drive
Branford, Connecticut
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06405
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (866) 688-7374
N/A
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Class A common stock, par value $0.0001 per share
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The Nasdaq Stock Market LLC
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Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
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QSIAW
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The Nasdaq Stock Market LLC
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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 ☐
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. ☐
| Item 2.05 |
Costs Associated with Exit or Disposal Activities.
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On November 21, 2024, Quantum-Si Incorporated (the “Company”) committed to an organizational restructuring program designed to streamline and focus its overall
corporate resources, as well as align required resources to focus on future product development objectives, including its recently announced ProteusTM platform. As a result, the Company is terminating approximately 23% of its
187-employee workforce. In connection with the restructuring, the Company expects that it will recognize one-time cash charges related to severance and other benefits of approximately $2.3 million in 2024 and another $0.3 million in the first six
months of 2025. In addition, the Company expects to recognize non-cash expense over the remainder of 2024 in the amount of approximately $0.2 million related to stock option modifications. The severance and other benefits related charge, as well
as the expense related to stock option modifications are subject to a number of assumptions, and actual results may differ materially. The Company may also incur additional costs not currently contemplated due to events that may occur as a result
of, or that are associated with, the restructuring. The Company expects to substantially complete the restructuring in the fourth quarter of 2024.
Safe Harbor Statement
Certain statements contained herein, regarding matters that are not historical facts, may be forward-looking statements (as defined in the Private Securities
Litigation Reform Act of 1995). Such forward-looking statements include statements regarding management’s intentions, plans, beliefs, expectations or forecasts for the future, including with respect to the organizational restructuring. The reader
is cautioned not to rely on these forward-looking statements. These forward-looking statements are based on current expectations of future events. If the underlying assumptions prove inaccurate or known or unknown risks or uncertainties
materialize, actual results could vary materially from the expectations and projections of the Company. These risks and uncertainties can be found in the Company’s most recently filed Annual Report on Form 10-K for the fiscal year ended December
31, 2023 and the Company’s most recently filed Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024, and September 30, 2024. Copies of these filings are available online at www.sec.gov, www.quantum-si.com or on
request from the Company. Forward-looking statements included herein speak only as of the date hereof and the Company undertakes no obligation to revise or update such statements to reflect the occurrence of events or circumstances after the date
hereof.
SIGNATURES
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.
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QUANTUM-SI INCORPORATED
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By:
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/s/ Jeffry Keyes
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Name:
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Jeffry Keyes
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Title:
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Chief Financial Officer
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Date: November 22, 2024
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