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): November 9, 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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(Address of principal executive offices)
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(Zip Code)
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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:
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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 2.02. |
Results of Operations and Financial Condition.
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On November 9, 2023, Quantum-Si Incorporated (the “Company”) issued a press release announcing its results for the third quarter ended September 30, 2023
and providing a business update. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such a filing.
| Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
No.
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Description
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| 99.1 | Press Release dated November 9, 2023 | |
| 99.2 |
Use of Non-GAAP Financial Measures
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| 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.
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QUANTUM-SI INCORPORATED
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|||
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By:
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/s/ Jeffry Keyes
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Name:
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Jeffry Keyes
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Title:
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Chief Financial Officer
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Date:
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November 9, 2023
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Exhibit 99.1
Quantum-Si Reports Third Quarter 2023 Financial Results
BRANFORD, Conn. -- (BUSINESS WIRE) – Nov. 9, 2023 -- Quantum-Si Incorporated (Nasdaq: QSI) (“Quantum-Si,” “QSI” or the
“Company”), The Protein Sequencing CompanyTM, today announced financial results for the third quarter ended September 30, 2023.
Third Quarter Highlights
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●
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Recorded revenue of $223,000 in the third quarter of 2023 as the Company continued its previously communicated controlled commercial launch of its Platinum
instrument
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●
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Completed a strategic review of research and development (“R&D”)
programs and organizational design; resulting changes will focus development on rapid delivery of capabilities and applications with the highest customer demand
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●
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First customer data presented in an October webinar titled “Next-generation protein sequencing platform: Advances in protein identification and
characterization”
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●
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Further strengthened the Board of Directors with the addition of independent director Amir Jafri
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●
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Scaling commercial activities to support a full commercial launch in early 2024
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“During the third quarter we completed our previously communicated strategic review of R&D and made some necessary changes. These changes have
positioned us well to focus our R&D efforts on delivering the product improvements and enhancements that our customers are seeking,” said Jeff Hawkins, President and Chief Executive Officer. “I would like to emphasize that the changes we made,
while resulting in lower expenses, are not expected to negatively impact R&D output. We believe that our new organizational structure and focused set of R&D initiatives will lead to greater R&D effectiveness and result in the accelerated
delivery of new capabilities and applications to our customers in 2024 and beyond. Though the initial signs of our realignment are very encouraging, we are still evolving in our new operating
structure. As we had planned, we expect to continue to operate in our controlled commercial launch status until early 2024, at which point we anticipate transitioning to a full commercial launch.”
Third Quarter 2023 Financial Results
During the third quarter of 2023, the Company continued its controlled commercial launch of its Platinum instrument, recording revenue of $223,000.
Gross profit was $108,000 and gross margin was 48%. For the nine months ended September 30, 2023, the Company recorded revenue of $682,000, gross profit of $310,000, and gross margin of 45%. The periodic gross margin rate is expected to be variable
in the near term as the Company works through the initial stages of commercialization as well as the timing and mix of product sales between instruments and consumable kits.
Total operating expenses were $27.3 million in the third quarter of 2023, compared to $27.7 million for the same period in the prior year, and $83.6
million for the nine months ended September 30, 2023, compared to $85.0 million for the same period in the prior year. Adjusted total operating expenses were $23.9 million in the third quarter of 2023, compared to $23.6 million for the same period in
the prior year, and adjusted total operating expenses for the nine months ended September 30, 2023, was $72.6 million compared to $77.9 million for the same period in the prior year.
Net loss was $24.7 million in the third quarter of 2023, compared to a net loss of $31.7 million in the same period of the prior year, and a net loss of $73.9 million for
the nine months ended September 30, 2023, compared to a net loss of $99.3 million for the same period in the prior year. Adjusted EBITDA was negative $22.6 million in the third quarter of 2023, compared to negative $22.9 million in the same period of
the prior year, and negative $69.2 million for the nine months ended September 30, 2023, compared to negative $76.1 million for the same period in the prior year. A reconciliation of the non-GAAP financial measures adjusted total operating expenses
and adjusted EBITDA is provided in a table included in this press release.
As of September 30, 2023, cash and cash equivalents and investments in marketable securities were $274.6 million.
2023 Financial Outlook
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●
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The Company expects its full year 2023 adjusted total operating expenses to be approximately $100 million compared to $103.2 million for 2022
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●
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The Company maintains the expectation that the balance in cash and cash equivalents and investments in marketable securities of $274.6 million as of September 30, 2023 will
provide a runway into 2026
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Webcast and Conference Call Information
Quantum-Si will host a conference call to discuss its third quarter 2023 financial
results on Thursday, November 9, 2023, at 4:30 p.m. Eastern Time. Individuals interested in listening to the conference call may do so by joining the live webcast in the Investors section of the Quantum-Si website under Events & Presentations. Alternatively, individuals can register online to receive
a dial-in number and personalized PIN to participate in the call. An archived webcast of the event will be available for replay following the event.
About Quantum-Si Incorporated
Quantum-Si, The Protein Sequencing CompanyTM, 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 www.quantum-si.com.
Use of Non-GAAP Financial Measures
This press release presents the non-GAAP financial measures “adjusted total operating expenses” and “adjusted EBITDA.” The most directly comparable
measures for these non-GAAP financial measures are total operating expenses and net loss. The Company has included below adjusted total operating expenses, which presents the Company’s total operating expenses after excluding goodwill impairment,
stock-based compensation and restructuring costs. In addition, adjusted EBITDA further excludes interest, taxes, depreciation, amortization, dividend income, unrealized and realized gains and losses on marketable securities, changes in fair value
of warrant liabilities and other income or expense.
A discussion of the reasons why management believes that the presentation of non-GAAP financial measures provides useful information to investors
regarding the Company’s financial condition and results of operations is included as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2023.
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 and its anticipated
cash runway. 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 benefits of 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;
the Company's ongoing leadership transitions; 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.
QUANTUM-SI INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except share and per share amounts)
(Unaudited)
|
Three months ended
September 30,
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Nine months ended
September 30,
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|||||||||||||||
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2023
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2022
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2023
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2022
|
|||||||||||||
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Revenue:
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||||||||||||||||
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Product
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$
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216
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$
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-
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$
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654
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$
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-
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||||||||
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Service
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7
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-
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28
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-
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||||||||||||
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Total revenue
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223
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-
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682
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-
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||||||||||||
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Cost of revenue
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115
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-
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372
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-
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||||||||||||
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Gross profit
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108
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-
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310
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-
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||||||||||||
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Operating expenses:
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||||||||||||||||
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Research and development
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16,587
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16,675
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50,588
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53,905
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||||||||||||
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Selling, general and administrative
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10,696
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10,983
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33,010
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31,093
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||||||||||||
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Total operating expenses
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27,283
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27,658
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83,598
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84,998
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||||||||||||
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Loss from operations
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(27,175
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)
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(27,658
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)
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(83,288
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)
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(84,998
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)
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||||||||
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Dividend income
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2,572
|
1,381
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7,274
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3,288
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||||||||||||
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Unrealized gain (loss) on marketable securities
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1,953
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(4,240
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)
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8,302
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(20,384
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)
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||||||||||
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Realized loss on marketable securities
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(1,901
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)
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(1,348
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)
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(6,489
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)
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(2,399
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)
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||||||||
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Change in fair value of warrant liabilities
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(162
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)
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137
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(81
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)
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5,121
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||||||||||
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Other income (expense), net
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(15
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)
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15
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370
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70
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|||||||||||
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Loss before provision for income taxes
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(24,728
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)
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(31,713
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)
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(73,912
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)
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(99,302
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)
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||||||||
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Provision for income taxes
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-
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-
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-
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-
|
||||||||||||
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Net loss and comprehensive loss
|
$
|
(24,728
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)
|
$
|
(31,713
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)
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$
|
(73,912
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)
|
$
|
(99,302
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)
|
||||
|
Net loss per common share attributable to common stockholders, basic and diluted
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$
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(0.17
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)
|
$
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(0.23
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)
|
$
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(0.52
|
)
|
$
|
(0.71
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)
|
||||
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Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted
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141,660,018
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139,542,660
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141,154,110
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139,057,663
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||||||||||||
QUANTUM-SI INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
(Unaudited)
|
September 30,
2023
|
December 31,
2022
|
|||||||
|
Assets
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
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93,822
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$
|
84,319
|
||||
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Marketable securities
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180,803
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266,990
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||||||
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Accounts receivable, net of allowance for estimated credit losses of $0 and $0, respectively
|
466
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-
|
||||||
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Inventory, net
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2,325
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-
|
||||||
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Prepaid expenses and other current assets
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7,392
|
6,873
|
||||||
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Total current assets
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284,808
|
358,182
|
||||||
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Property and equipment, net
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17,606
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16,849
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||||||
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Internally developed software
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627
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-
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||||||
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Operating lease right-of-use assets
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14,354
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15,757
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||||||
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Other assets
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701
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697
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||||||
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Total assets
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$
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318,096
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$
|
391,485
|
||||
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Liabilities and stockholders' equity
|
||||||||
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Current liabilities:
|
||||||||
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Accounts payable
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$
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2,056
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$
|
3,903
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||||
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Accrued expenses and other current liabilities
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7,428
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10,434
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||||||
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Current portion of operating lease liabilities
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1,523
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1,369
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||||||
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Total current liabilities
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11,007
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15,706
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||||||
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Warrant liabilities
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1,077
|
996
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||||||
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Other long-term liabilities
|
19
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-
|
||||||
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Operating lease liabilities
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13,928
|
16,077
|
||||||
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Total liabilities
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26,031
|
32,779
|
||||||
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Commitments and contingencies
|
||||||||
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Stockholders' equity
|
||||||||
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Class A Common stock, $0.0001 par value; 600,000,000 shares authorized as of September 30, 2023 and December 31, 2022;
121,790,534 and 120,006,757 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively
|
12
|
12
|
||||||
|
Class B Common stock, $0.0001 par value; 27,000,000 shares authorized as of September 30, 2023 and December 31, 2022;
19,937,500 shares issued and outstanding as of September 30, 2023 and December 31, 2022
|
2
|
2
|
||||||
|
Additional paid-in capital
|
765,637
|
758,366
|
||||||
|
Accumulated deficit
|
(473,586
|
)
|
(399,674
|
)
|
||||
|
Total stockholders' equity
|
292,065
|
358,706
|
||||||
|
Total liabilities and stockholders' equity
|
$
|
318,096
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$
|
391,485
|
||||
QUANTUM-SI INCORPORATED
RECONCILIATION OF U.S. GAAP TO NON-GAAP FINANCIAL MEASURES
(in thousands)
(Unaudited)
|
Three months ended
September 30,
|
Nine months ended
September 30,
|
|||||||||||||||
|
2023
|
2022
|
2023
|
2022
|
|||||||||||||
|
Net loss
|
$
|
(24,728
|
)
|
$
|
(31,713
|
)
|
$
|
(73,912
|
)
|
$
|
(99,302
|
)
|
||||
|
Adjustments to reconcile to EBITDA:
|
||||||||||||||||
|
Dividend income
|
(2,572
|
)
|
(1,381
|
)
|
(7,274
|
)
|
(3,288
|
)
|
||||||||
|
Depreciation and amortization
|
1,170
|
729
|
3,063
|
1,789
|
||||||||||||
|
EBITDA
|
$
|
(26,130
|
)
|
$
|
(32,365
|
)
|
$
|
(78,123
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)
|
$
|
(100,801
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)
|
||||
|
Adjustments to reconcile to Adjusted EBITDA:
|
||||||||||||||||
|
Unrealized (gain) loss on marketable securities
|
(1,953
|
)
|
4,240
|
(8,302
|
)
|
20,384
|
||||||||||
|
Realized loss on marketable securities
|
1,901
|
1,348
|
6,489
|
2,399
|
||||||||||||
|
Change in fair value of warrant liabilities
|
162
|
(137
|
)
|
81
|
(5,121
|
)
|
||||||||||
|
Other (income) expense, net
|
15
|
(15
|
)
|
(370
|
)
|
(70
|
)
|
|||||||||
|
Stock-based compensation
|
1,141
|
4,043
|
6,914
|
7,099
|
||||||||||||
|
Restructuring costs
|
2,251
|
-
|
4,131
|
-
|
||||||||||||
|
Adjusted EBITDA
|
$
|
(22,613
|
)
|
$
|
(22,886
|
)
|
$
|
(69,180
|
)
|
$
|
(76,110
|
)
|
||||
|
Three months ended
September 30,
|
Nine months ended
September 30,
|
|||||||||||||||
|
2023
|
2022
|
2023
|
2022
|
|||||||||||||
|
Total operating expenses
|
$
|
27,283
|
$
|
27,658
|
$
|
83,598
|
$
|
84,998
|
||||||||
|
Adjustments to reconcile to Adjusted total operating expenses:
|
||||||||||||||||
|
Stock-based compensation
|
(1,141
|
)
|
(4,043
|
)
|
(6,914
|
)
|
(7,099
|
)
|
||||||||
|
Restructuring costs
|
(2,251
|
)
|
-
|
(4,131
|
)
|
-
|
||||||||||
|
Adjusted total operating expenses
|
$
|
23,891
|
$
|
23,615
|
$
|
72,553
|
$
|
77,899
|
||||||||
Investor Contact
Jeff Keyes, CFO
ir@quantum-si.com
Media Contact
Katherine Atkinson, SVP, Commercial Marketing
media@quantum-si.com
Source: Quantum-Si Incorporated
Exhibit 99.2
Use of Non-GAAP Financial Measures
In addition to financial results calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), information containing
non-GAAP financial measures for Quantum-Si Incorporated (the “Company”) was disclosed in the Company's press release (the “Press Release”) dated November 9, 2023 announcing results for the three and nine months ended September 30, 2023, that
accompany a conference call to be held by the Company on November 9, 2023. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP,
and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may
not be comparable to, similarly titled measures used by other companies. The Company has provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures. Management encourages readers to rely
upon the reported GAAP results but includes the non-GAAP financial measures as supplemental metrics to assist readers. Definitions of the non-GAAP financial measures are included in the Press Release.
In the Press Release, the Company presented the non-GAAP financial measures “adjusted total operating expenses” and “adjusted EBTIDA." Company
management uses these non-GAAP financial measures to evaluate the Company's performance. As the Company's core business is developing and commercializing products associated with proteomics sequencing, Company management finds it useful to use
adjusted total operating expenses, which excludes goodwill impairment, stock-based compensation and restructuring costs. While the Company may have these types of items and charges in the future, Company management believes that they are not
reflective of the day-to-day core operations of the Company and relate more to strategic, multi-year corporate actions, without predictable trends, and that may obscure the trends and financial performance of the Company's core business. In the
case of “adjusted EBITDA,” Company management believes the exclusion of interest, taxes, depreciation, amortization, dividend income, unrealized and realized gains and losses on marketable securities, changes in fair value of warrant liabilities,
and other income or expense is a very common measure utilized in the investment community and it helps Company management benchmark its operations and results with the industry.
The limitation associated with using these non-GAAP financial measures is that these measures exclude items that impact the Company's current
period operating results. This limitation is best addressed by using these non-GAAP financial measures in combination with “total operating expenses” and “net loss,” (the most comparable GAAP measures) because these non-GAAP financial measures do
not reflect items that impact current period operating results and may be higher or lower than the most comparable GAAP measure.