Quantum-Si Inc. Terminates Material Definitive Agreement

TL;DR

Quantum-Si just terminated a big deal. What's next?

AI Summary

On December 11, 2024, Quantum-Si Incorporated filed an 8-K report detailing the termination of a material definitive agreement. The company, formerly known as HighCape Capital Acquisition Corp., is incorporated in Delaware and headquartered in Branford, CT.

Why It Matters

The termination of a material definitive agreement can signal a shift in the company's strategic partnerships or operational plans, potentially impacting its future business activities and financial performance.

Risk Assessment

Risk Level: medium — Termination of a material definitive agreement can introduce uncertainty regarding future business operations and financial stability.

Key Numbers

• 001-39486 — SEC File Number (Identifies the company's filing history with the SEC.)
• 85-1388175 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Quantum-Si Incorporated (company) — Registrant
• HighCape Capital Acquisition Corp. (company) — Former company name
• December 11, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Branford, CT (location) — Address of Principal Executive

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share QSI The Nasdaq Stock Mark
• $11.50 — mon stock, each at an exercise price of $11.50 per share QSIAW The Nasdaq Stock Ma
• $75 million — ng an aggregate offering price of up to $75 million (the " Shares "), from time to time thr

Filing Documents

• ny20039409x4_8k.htm (8-K) — 40KB
• ny20039409x4_ex5-1.htm (EX-5.1) — 9KB
• ny20039409x4_ex10-1.htm (EX-10.1) — 193KB
• ny20039409x4_ex5-1logo01.jpg (GRAPHIC) — 8KB
• 0001140361-24-048977.txt ( ) — 482KB
• qsi-20241211.xsd (EX-101.SCH) — 4KB
• qsi-20241211_def.xml (EX-101.DEF) — 18KB
• qsi-20241211_lab.xml (EX-101.LAB) — 27KB
• qsi-20241211_pre.xml (EX-101.PRE) — 20KB
• ny20039409x4_8k_htm.xml (XML) — 6KB

01

Item 1.01 Entry into a Material Definitive Agreement. On December 11, 2024, Quantum-Si Incorporated, a Delaware corporation (the " Company ") entered into an Equity Distribution Agreement (the " Sales Agreement ") with Canaccord Genuity LLC (" Canaccord ") to sell shares of the Company's Class A common stock, par value $0.0001 (the " Common Stock "), having an aggregate offering price of up to $75 million (the " Shares "), from time to time through an "at the market offering" program under which Canaccord will act as sales agent (the " ATM Offering "). The Offering is being made pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-273934) which became effective on August 22, 2023, and a prospectus supplement related to the ATM Offering dated December 11, 2024 (the " Prospectus Supplement "). This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state. efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Market to sell the Shares from time to time, based upon the Company's instructions, including any price, time or size limits specified by the Company. Sales of the Shares, if any, under the Sales Agreement may be made in transactions that are deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended. The Company has no obligation to sell any of the Shares and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement. The Company has agreed to pay Canaccord commissions for

02

Item 1.02 Termination of a Material Definitive Agreement. On December 11, 2024, the Company exercised its right to terminate that certain Equity Distribution Agreement (the " Agreement "), dated August 11, 2023, by and between the Company and Evercore Group L.L.C. (" Evercore "), as sales agent. The Agreement previously established an "at-the-market" offering program through which the Company had the right to sell, from time to time, through Evercore, up to an aggregate of $75 million of the Company's Common Stock. The Company sold no shares of Common Stock under the Agreement.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 5.1 Opinion of DLA Piper LLP (US). 10.1 Sales Agreement, dated December 11, 2024, by and between Quantum-Si Incorporated and Canaccord Genuity LLC. 23.1 Consent of DLA Piper LLP (US) (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. QUANTUM-SI INCORPORATED Date: December 11, 2024 By: /s/ Jeffry Keyes Name: Jeffry Keyes Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR