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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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(Address of principal executive offices) | (Zip Code) |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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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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Emerging growth company
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Item 2.02. |
Results of Operations and Financial Condition.
|
Item 9.01 |
Financial Statements and Exhibits.
|
(d) |
Exhibits.
|
Exhibit
No.
|
Description
|
|
Press Release dated March 6, 2023
|
|||
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
QUANTUM-SI INCORPORATED
|
||||
By:
|
/s/ Claudia Drayton
|
|||
Name:
|
Claudia Drayton
|
|||
Title:
|
Chief Financial Officer
|
|||
Date:
|
March 6, 2023
|
●
|
Launched Platinum, the world’s first next-generation single-molecule protein sequencing system, in December 2022 and began shipping orders
early in Q1 2023.
|
●
|
Hired Grace Johnston, Ph.D. as Chief Commercial Officer and added key sales and market development personnel to scale up commercial operations.
|
●
|
Partnered with Aviva Systems Biology, a leading provider of antibody, protein, and immunoassay reagent products, to co-develop sample preparation kits for protein sequencing
research workflows with Platinum.
|
●
|
Announced a partnership and license agreement with Biovista, an AI-driven bioscience firm, to integrate Biovista’s database and visualization technology into Quantum-Si’s Cloud
analytics to advance proteomics research, biomarker discovery, and drug development applications.
|
●
|
Joined the Human Proteome Organization (HUPO) Industrial Advisory Board (IAB) in support of its mission to promote proteomics technologies, techniques and training to better
understand human disease.
|
●
|
Committed to an organizational restructuring designed to decrease our costs and create a more streamlined organization to support our
business.
|
●
|
Strengthened the Executive Management team with the additions of Jeff Hawkins as Chief Executive Officer and Patrick Schneider as President and Chief Operating Officer, among
others.
|
●
|
Advanced technology capabilities by demonstrating the recognition of 15 out of 20 amino acids, representing a path to more than 70% coverage of the human proteome,
identification of up to 90% of proteins, as well as a greater understanding of protein sequence variation and post-translational modifications (PTMs).
|
●
|
Published the technology paper entitled “Real-time dynamic single-molecule protein sequencing on an integrated semiconductor
device,” in Science. This is the first paper from any company demonstrating protein sequencing technology that has been published in a major
peer-reviewed journal.
|
●
|
Revamped business development efforts and exhibited the Platinum protein sequencing system at several trade shows, including the American Society of Human Genetics (ASHG),
Society for Neuroscience, and the HUPO World Congress.
|
●
|
Fostered thought leadership in the field of single-molecule protein analysis by engaging with key opinion leaders at major academic conferences, including the Vlaams Instituut
voor Biotechnologie (VIB) Next-Generation Protein Analysis and Detection Conference and the Single-Molecule Protein Sequencing 3 (SMPS3) Conference.
|
●
|
Published three application notes demonstrating the potential use of Quantum-Si’s next-generation single-molecule protein sequencing to detect beta-amyloid protein variants,
distinguish arginine PTMs, and enable accurate protein identification.
|
●
|
Instituted several cost rationalization initiatives that resulted in annual GAAP operating expenses increasing 28% year-over-year, well below our original guidance of a 70-80%
increase entering 2022.
|
●
|
The Company plans to begin beta testing for CarbonTM, our automated sample prep instrument, in Q2 2023 and then move to launch
in the second half of the year.
|
●
|
The Company remains committed to preserving financial strength while continuing investments in R&D and commercialization. In line with this, the Company expects non-GAAP
operating expenses to be approximately flat in 2023 relative to the prior year.
|
●
|
The Company expects the current balance in cash and cash equivalents and investments in marketable securities of $351.3 million as of December 31, 2022 to provide a runway to
support operations and invest in the business into 2026.
|
Three months ended December 31,
|
Years ended December 31,
|
|||||||||||||||
2022
|
2021
|
2022
|
2021
|
|||||||||||||
Operating expenses:
|
||||||||||||||||
Research and development
|
$
|
18,157
|
$
|
14,385
|
$
|
72,062
|
$
|
46,575
|
||||||||
Selling, general and administrative
|
11,203
|
13,405
|
42,296
|
50,333
|
||||||||||||
Goodwill impairment
|
9,483
|
-
|
9,483
|
-
|
||||||||||||
Total operating expenses
|
38,843
|
27,790
|
123,841
|
96,908
|
||||||||||||
Loss from operations
|
(38,843
|
)
|
(27,790
|
)
|
(123,841
|
)
|
(96,908
|
)
|
||||||||
Interest expense
|
-
|
-
|
-
|
(5
|
)
|
|||||||||||
Dividend income
|
2,013
|
1,808
|
5,301
|
2,549
|
||||||||||||
Change in fair value of warrant liabilities
|
1,122
|
937
|
6,243
|
4,379
|
||||||||||||
Other income (expense), net
|
2,568
|
(4,377
|
)
|
(20,145
|
)
|
(5,004
|
)
|
|||||||||
Loss before provision for income taxes
|
(33,140
|
)
|
(29,422
|
)
|
(132,442
|
)
|
(94,989
|
)
|
||||||||
Provision for income taxes
|
-
|
-
|
-
|
-
|
||||||||||||
Net loss and comprehensive loss
|
$
|
(33,140
|
)
|
$
|
(29,422
|
)
|
$
|
(132,442
|
)
|
$
|
(94,989
|
)
|
||||
Net loss per common share attributable to common stockholders, basic and diluted
|
$
|
(0.24
|
)
|
$
|
(0.21
|
)
|
$
|
(0.95
|
)
|
$
|
(1.19
|
)
|
||||
Weighted-average shares used to compute net loss per share attibutable to common stockholders, basic and diluted
|
139,849,417
|
137,364,475
|
139,255,131
|
79,578,540
|
December 31,
2022
|
December 31,
2021
|
|||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
84,319
|
$
|
35,785
|
||||
Marketable securities
|
266,990
|
435,519
|
||||||
Prepaid expenses and other current assets
|
6,873
|
5,868
|
||||||
Total current assets
|
358,182
|
477,172
|
||||||
Property and equipment, net
|
16,849
|
8,908
|
||||||
Goodwill
|
-
|
9,483
|
||||||
Other assets
|
697
|
690
|
||||||
Operating lease right-of-use assets
|
15,757
|
6,973
|
||||||
Total assets
|
$
|
391,485
|
$
|
503,226
|
||||
Liabilities and stockholders' equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
3,903
|
$
|
3,393
|
||||
Accrued expenses and other current liabilities
|
10,434
|
7,276
|
||||||
Short-term operating lease liabilities
|
1,369
|
859
|
||||||
Total current liabilities
|
15,706
|
11,528
|
||||||
Long-term liabilities:
|
||||||||
Warrant liabilities
|
996
|
7,239
|
||||||
Other long-term liabilities
|
-
|
206
|
||||||
Operating lease liabilities
|
16,077
|
7,219
|
||||||
Total liabilities
|
32,779
|
26,192
|
||||||
Commitments and contingencies
|
||||||||
Stockholders' equity
|
||||||||
Class A Common stock, $0.0001 par value; 600,000,000 shares authorized as of December 31, 2022 and December 31, 2021; 120,006,757 and
118,025,410 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively
|
12
|
12
|
||||||
Class B Common stock, $0.0001 par value; 27,000,000 shares authorized as of December 31, 2022 and December 31, 2021; 19,937,500 shares
issued and outstanding as of December 31, 2022 and December 31, 2021
|
2
|
2
|
||||||
Additional paid-in capital
|
758,366
|
744,252
|
||||||
Accumulated deficit
|
(399,674
|
)
|
(267,232
|
)
|
||||
Total stockholders' equity
|
358,706
|
477,034
|
||||||
Total liabilities and stockholders' equity
|
$
|
391,485
|
$
|
503,226
|
Three months ended December 31,
|
Years ended December 31,
|
|||||||||||||||
2022
|
2021
|
2022
|
2021
|
|||||||||||||
Net loss
|
$
|
(33,140
|
)
|
$
|
(29,422
|
)
|
$
|
(132,442
|
)
|
$
|
(94,989
|
)
|
||||
Adjustments to reconcile to EBITDA:
|
||||||||||||||||
Interest expense
|
-
|
-
|
-
|
5
|
||||||||||||
Dividend income
|
(2,013
|
)
|
(1,808
|
)
|
(5,301
|
)
|
(2,549
|
)
|
||||||||
Depreciation and amortization
|
795
|
329
|
2,584
|
1,041
|
||||||||||||
EBITDA
|
(34,358
|
)
|
(30,901
|
)
|
(135,159
|
)
|
(96,492
|
)
|
||||||||
Adjustments to reconcile to Adjusted EBITDA:
|
||||||||||||||||
Goodwill impairment
|
9,483
|
-
|
9,483
|
-
|
||||||||||||
Change in fair value of warrant liabilities
|
(1,122
|
)
|
(937
|
)
|
(6,243
|
)
|
(4,379
|
)
|
||||||||
Other (income) expense, net
|
(2,568
|
)
|
4,377
|
20,145
|
5,004
|
|||||||||||
Stock-based compensation
|
4,107
|
7,078
|
11,206
|
24,918
|
||||||||||||
Transaction related costs - business combination
|
-
|
-
|
-
|
6,920
|
||||||||||||
Adjusted EBITDA
|
$
|
(24,458
|
)
|
$
|
(20,383
|
)
|
$
|
(100,568
|
)
|
$
|
(64,029
|
)
|