Quantum-Si Inc. Files 8-K for Material Agreement

TL;DR

Quantum-Si signed a material definitive agreement on Jan 3, 2025. Big news!

AI Summary

Quantum-Si Incorporated announced on January 3, 2025, that it entered into a Material Definitive Agreement. The filing also includes financial statements and exhibits. The company was formerly known as HighCape Capital Acquisition Corp. before changing its name on June 29, 2020.

Why It Matters

This 8-K filing indicates a significant new agreement for Quantum-Si, which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• Quantum-Si Incorporated (company) — Registrant
• HighCape Capital Acquisition Corp. (company) — Former company name
• January 3, 2025 (date) — Date of earliest event reported
• June 29, 2020 (date) — Date of former company name change
• 29 Business Park Drive, Branford, CT, 06405 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share QSI NASDAQ Redeemable w
• $11.50 — mon stock, each at an exercise price of $11.50 per share QSIAW NASDAQ Indicate b
• $3.20 — hare (the "Common Stock") at a price of $3.20 per Share. The gross proceeds to the Co
• $50 m — ered Direct Offering are expected to be $50 million, before deducting the placement a

Filing Documents

• ny20041128x2_8k.htm (8-K) — 42KB
• ny20041128x2_ex5-1.htm (EX-5.1) — 8KB
• ny20041128x2_ex10-1.htm (EX-10.1) — 173KB
• ny20041128x2_ex10-2.htm (EX-10.2) — 47KB
• ny20041128x2_ex99-1.htm (EX-99.1) — 11KB
• ny20041128x2_ex5-1logo01.jpg (GRAPHIC) — 3KB
• 0001140361-25-000295.txt ( ) — 528KB
• qsi-20250103.xsd (EX-101.SCH) — 4KB
• qsi-20250103_def.xml (EX-101.DEF) — 18KB
• qsi-20250103_lab.xml (EX-101.LAB) — 27KB
• qsi-20250103_pre.xml (EX-101.PRE) — 20KB
• ny20041128x2_8k_htm.xml (XML) — 6KB

01

Item 1.01 Entry into a Material Definitive Agreement. On January 3, 2025, Quantum-Si Incorporated (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain institutional investors (the "Purchasers") pursuant to which the Company agreed to issue and sell, in a registered direct offering (the "Registered Direct Offering") an aggregate of 15,625,000 shares (the "Shares") of the Company's Class A common stock, $0.0001 par value per share (the "Common Stock") at a price of $3.20 per Share. The gross proceeds to the Company from the Registered Direct Offering are expected to be $50 million, before deducting the placement agents' fees and other offering expenses payable by the Company. The Registered Direct Offering is expected to close on January 6, 2025, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the Registered Direct Offering for its future product development objectives, including its Proteus platform, general commercialization, manufacturing development of its products, research and development, and for other general corporate purposes, including for working capital, capital expenditures and general and administrative expenses. The Purchase Agreement contains representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreements and as of the specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties. Pursuant to the terms of the Purchase Agreement, until 45 days following the closing date of the Registered D

01

Item 8.01 Other Events. On January 3, 2025, the Company issued a press release announcing the pricing of the Registered Direct Offering, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference (the "Pricing Press Release").

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 5.1 Opinion of DLA Piper LLP (US). 10.1 Form of Securities Purchase Agreement, by and among the Company and the Purchasers . 10.2 Placement Agency Agreement between the Company and the Placement Agent. 23.1 Consent of DLA Piper LLP (US) (included in Exhibit 5.1). 99.1 Pricing Press Release. 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: January 6, 2025 By: /s/ Jeffry Keyes Name: Jeffry Keyes Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR