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): May 11, 2023

QUANTUM-SI INCORPORATED
(Exact name of registrant as specified in its charter)

 
Delaware
001-39486
85-1388175
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

530 Old Whitfield Street
  
 
 Guilford, Connecticut    06437
 (Address of principal executive offices)  
(Zip Code)

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:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading Symbol(s)
  
Name of each exchange on
which registered
Class A common stock, par value $0.0001 per share
  
QSI
  
The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
  
QSIAW
  
The Nasdaq Stock Market LLC

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 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 12, 2023, Quantum-Si Incorporated (the “Company”) filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to limit the liability of its officers as permitted by recent amendments to Delaware law (the “Charter Amendment”).

As disclosed in Item 5.07 of this Current Report on Form 8-K, the Charter Amendment was approved by the Company’s stockholders at the Company’s 2023 annual meeting of stockholders held on May 11, 2023 (the “Annual Meeting”). The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated in this Item 5.03 by reference.
 
Item 5.07.
Submission of Matters to a Vote of Security Holders.
 
(a)      On May 11, 2023, the Company held its Annual Meeting. At the Annual Meeting, the Company's shareholders voted on four proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 29, 2023 (the “Proxy Statement”). At the Annual Meeting, there were 79,346,526 shares of Class A common stock and 19,937,500 shares of Class B common stock present or represented by proxy, which represented approximately 92% of the outstanding total voting power of the shares of Class A common stock and Class B common stock entitled to vote at the Annual Meeting (voting together as a single class), which constituted a quorum for the transaction of business.  Holders of the Company’s Class A common stock were entitled to one vote for each share held as of the close of business on March 15, 2023 (the “Record Date”), and holders of the Company’s Class B common stock were entitled to 20 votes for each share held as of the Record Date.
 
(b)        The following actions were taken at the Annual Meeting:
 
1.         The following nominees were reelected to serve on the Company’s board of directors until the Company’s 2024 annual meeting of stockholders, based on the following votes:

Name
  
Votes For
  
Votes Against
  
Votes Abstained
  
Broker Non-Votes
Jonathan M. Rothberg, Ph.D.
  
437,306,196
  
14,217,615
  
99,724
  
26,472,991
Jeffrey Hawkins
  
448,380,055
  
3,138,725
  
104,755
  
26,472,991
Ruth Fattori
  
450,912,510
  
592,624
  
118,401
  
26,472,991
Brigid A. Makes
  
448,868,316
  
2,605,805
  
149,414
  
26,472,991
Michael Mina, M.D., Ph.D.
  
446,743,033
  
4,747,756
  
132,746
  
26,472,991
Kevin Rakin
  
441,503,020
  
10,009,359
  
111,156
  
26,472,991
Scott Mendel
  
451,036,366
  
469,682
  
117,487
  
26,472,991
 
2.        The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified, based on the following votes:

Votes For
  
Votes Against
  
Votes Abstained
  
Broker Non-Votes
477,398,042
  
552,225
  
146,259
  
0

3.         The advisory vote of the compensation of the Company’s named executive officers, as described in the Proxy Statement, was approved, based on the following votes:

Votes For
  
Votes Against
  
Votes Abstained
  
Broker Non-Votes
446,045,206
  
5,457,383
  
120,946
  
26,472,991

4.          The Charter Amendment was approved, based on the following votes:
 
Votes For
  
Votes Against
  
Votes Abstained
  
Broker Non-Votes
444,981,936
  
6,546,723
  
94,876
  
26,472,991

Item 9.01
Financial Statements and Exhibits.

(d)        Exhibits.

Exhibit
No.
  
Description
 
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Registrant, as filed with the Secretary of State of the State of Delaware on May 12, 2023.
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).

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
 
By:
 /s/ Christian LaPointe, Ph.D.
 
Name:
Christian LaPointe, Ph.D.
Date:
May 16, 2023
Title:
General Counsel