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 16, 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.)
|
|
29 Business Park Drive
Branford, Connecticut
|
|
|
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (866) 688-7374
530 Old Whitfield Street
Guilford, Connecticut 06437
(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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
Appointment of Jack Kenny to the Board of Directors
On May 16, 2023, the Board of Directors (the “Board”) of Quantum-Si Incorporated (the “Company”) appointed John Patrick (“Jack”) Kenny to the Board,
effective as of May 19, 2023. The Board also appointed Mr. Kenny to serve on the Nominating and Corporate Governance Committee and Compensation Committee of the Board. Mr. Kenny will serve for a term to continue until the Company’s next annual
meeting of stockholders.
Mr. Kenny, age 54, has over 30 years of operational and commercial leadership experience. Mr. Kenny has served as Meridian Bioscience Inc.’s
(“Meridian”) Chief Executive Officer and on its board of directors since October 2017. Prior to his role at Meridian, Mr. Kenny served as Senior Vice President and General Manager, North America, of Siemens Healthcare from October 2014 to May
2017. From 2012 to 2014, Mr. Kenny served as Vice President and General Manager, U.S. Region, for Becton Dickinson, Diagnostic Systems. Prior to 2012, he held executive roles at Danaher Corporation and Quest Diagnostics. Mr. Kenny received his
B.S. degree in Management Systems from Kettering University. Mr. Kenny’s qualifications to serve on the Board include his operational experience as the Chief Executive Officer of a publicly traded company, along with his executive leadership in
the healthcare and medical device industries.
The Board has affirmatively determined that Mr. Kenny is an independent director pursuant to the Nasdaq Stock Market listing rules. There are no
arrangements or understandings between Mr. Kenny and any other person pursuant to which Mr. Kenny was appointed as a director. There are no transactions between Mr. Kenny and the Company that would be reportable under Item 404(a) of Regulation
S-K. Mr. Kenny has not previously held any positions with the Company and has no family relations with any directors or executive officers of the Company.
Mr. Kenny will be entitled to the standard compensation paid by the Company to all of its nonemployee directors under the Company’s Nonemployee
Director Compensation Policy (pro-rated as applicable to reflect the actual time Mr. Kenny will serve on the Board for the year).
Mr. Kenny will also enter into an indemnification agreement in the form the Company has entered into with its other nonemployee directors, which form
is filed as Exhibit 10.16 to the Company’s Current Report on Form 8-K, filed by the Company on June 15, 2021 and is incorporated herein by reference.
A copy of the press release announcing Mr. Kenny’s appointment to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits.
|
|
Exhibit
No.
|
|
Description
|
|
|
|
Press Release dated May 22, 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.
|
|
|
Title:
|
General Counsel
|
|
|
|
|
|
Date:
|
May 22, 2023
|
|
|