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
(Exact name of registrant as specified in its charter)
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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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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:
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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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Securities registered pursuant to Section 12(b) of the Act:
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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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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.
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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.
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Exhibits.
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Exhibit
No.
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Description
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Press Release dated May 22, 2023.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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QUANTUM-SI INCORPORATED
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By:
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/s/ Christian LaPointe, Ph.D.
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Name:
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Christian LaPointe, Ph.D.
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Title:
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General Counsel
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Date:
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May 22, 2023
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Exhibit 99.1
Quantum-Si Appoints Life Sciences and Diagnostics Industry Leader Jack Kenny to its Board of Directors
GUILFORD, Conn. – May 22, 2023 – Quantum-Si Incorporated (Nasdaq: QSI) (“Quantum-Si,” “QSI” or the “Company”), The Protein Sequencing Company™, today announced the appointment of Jack Kenny, CEO of Meridian Bioscience, Inc., to its Board of
Directors.
“Jack brings a wealth of experience in commercial and operational leadership. His industry insights will be invaluable as we broaden our product portfolio and provide
researchers with deeper proteomic insights, fostering scientific advancement and promoting better human health,” said Jeff Hawkins, CEO of Quantum-Si. “Jack’s energy, motivation, and business acumen will undoubtedly have a positive impact on our
company, inspiring growth and success.”
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Mr. Kenny brings more than 30 years of experience as a key executive leader within large public companies in the healthcare and medical device industries to this role. He has a proven track record of driving growth at Meridian
Bioscience as CEO and also serves on its board of directors. Previously, he was Senior Vice President and General Manager, North America at Siemens Healthcare, and Vice President and General Manager, U.S. Region for Diagnostic Systems at
Becton Dickinson. Throughout his career, Mr. Kenny has held additional leadership positions of increasing responsibility for companies including Leica Microsystems, Quest
Diagnostics and Bayer Diagnostics. He earned a Bachelor of Science in management systems from Kettering University in Michigan.
“Quantum-Si continues to advance the field of proteomics through Platinum™, its next-generation protein sequencing platform, thanks to the expertise and
dedication of its employees,” said Mr. Kenny. “I look forward to serving on the board to help the Company democratize proteomic analysis and bring single-molecule protein sequencing to every lab, everywhere, enabling new discoveries
that will transform the world we live in.”
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About Quantum-Si Incorporated
Quantum-Si, The Protein Sequencing Company™, is focused on revolutionizing the growing field of proteomics. The Company’s suite of technologies is powered by a
first-of-its-kind semiconductor chip designed to enable next-generation single-molecule protein sequencing and digitize proteomic research in order to advance drug discovery and diagnostics beyond what has been possible with DNA sequencing. Learn
more at quantum-si.com.
Forward Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act
of 1995. The actual results of the Company may differ from its expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to
identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s expectations with respect to future performance and development and commercialization of products and services. These
forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside the Company’s control and are
difficult to predict. Factors that may cause such differences include, but are not limited to: the impact of COVID-19 on the Company’s business; the inability to maintain the listing of the Company’s Class A common stock on The Nasdaq Stock Market;
the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of the Company to grow and manage growth profitably and retain its key employees; our ongoing
leadership transition; changes in applicable laws or regulations; the ability of the Company to raise financing in the future; the success, cost and timing of the Company’s product development and commercialization activities; the commercialization
and adoption of the Company’s existing products and the success of any product the Company may offer in the future; the potential attributes and benefits of the Company’s commercialized PlatinumTM protein sequencing instrument and the
Company’s other products once commercialized; the Company’s ability to obtain and maintain regulatory approval for its products, and any related restrictions and limitations of any approved product; the Company’s ability to identify, in-license or
acquire additional technology; the Company’s ability to maintain its existing lease, license, manufacture and supply agreements; the Company’s ability to compete with other companies currently marketing or engaged in the development or
commercialization of products and services that serve customers engaged in proteomic analysis, many of which have greater financial and marketing resources than the Company; the size and growth potential of the markets for the Company’s products
and services, and its ability to serve those markets once commercialized, either alone or in partnership with others the Company’s estimates regarding future expenses, future revenue, capital requirements and needs for additional financing; the
Company’s financial performance; and other risks and uncertainties described under “Risk Factors” in the Company’s Annual Report for the fiscal year ended December 31, 2022, and in the Company’s other filings with the SEC. The Company cautions that
the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.
Investor Contact
Juan Avendano
ir@quantum-si.com
Media Contact
Anya Bolshem
media@quantum-si.com