As filed with the Securities and Exchange Commission on February 29, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Quantum-Si Incorporated
(Exact name of registrant as specified in its charter)
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Delaware
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85-1388175
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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29 Business Park Drive
Branford, Connecticut
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06405
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(Address of Principal Executive Offices)
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(Zip Code)
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2021 Equity Incentive Plan
(Full title of the plan)
Jeffrey Hawkins
Chief Executive Officer
Quantum-Si Incorporated
Branford, Connecticut 06405
(Name and address of agent for service)
(866) 688‑7374
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☐
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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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This registration statement registers an aggregate of 5,670,796 additional shares of Class A common stock, par value $0.0001 per share, of Quantum-Si Incorporated (the “Registrant”) reserved under the Quantum-Si
Incorporated 2021 Equity Incentive Plan (the “2021 Plan”), representing an increase of 5,670,796 shares reserved under the 2021 Plan effective January 1, 2024 by operation of the 2021 Plan’s “evergreen” provision. This registration statement
registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 (File No. 333-259271) relating to an employee benefit plan is effective. The information contained in the Registrant’s
registration statement on Form S-8 filed with the Securities and Exchange Commission on September 2, 2021 (File No. 333-259271) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 6. |
Indemnification of Directors and Officers.
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Section 145 of the Delaware General Corporation Law (the “DGCL”), permits a corporation to indemnify its directors and officers against expenses, including attorneys’ fees, judgments, fines and
amounts paid in settlements actually and reasonably incurred by them in connection with any action, suit or proceeding brought by third parties. The directors or officers must have acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reason to believe their conduct was unlawful. In a derivative action, an action only by or in the right of the
corporation, indemnification may be made only for expenses, including attorney’s fees, actually and reasonably incurred by directors and officers in connection with the defense or settlement of an action or suit, and only with respect to a matter
as to which they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation. No indemnification shall be made if such person shall have been adjudged to be liable to the
corporation, unless and only to the extent that the court in which the action or suit was brought determines upon application that the defendant officers or directors are fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability. The amended and restated certificate of incorporation, as amended, of the registrant provides that the registrant may indemnify its directors, officers, employees or agents to the fullest extent permitted by applicable
law and the amended and restated bylaws of the registrant provide that the registrant shall indemnify its directors and officers to the fullest extent permitted by applicable law.
Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director or officer of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability of (1) a director or officer for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders,
(2) a director or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) a director for payments of unlawful dividends or unlawful stock purchases or redemptions, (4) a director
or officer for any transaction from which the director or officer derived an improper personal benefit, or (5) an officer in any action by or in the right of the corporation. The amended and restated certificate of incorporation, as amended, of
the registrant provides for such limitation of liability with respect to directors and officers of the corporation.
We have entered into indemnification agreements with each of our directors and officers in which we have agreed to indemnify and hold harmless, and also advance expenses as incurred, to the fullest
extent permitted under applicable law, against all expenses, losses and liabilities incurred by the indemnitee or on the indemnitee’s behalf arising from the fact that such person is or was a director, officer, employee or agent of our company or
our subsidiaries.
The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, our amended and restated certificate
of incorporation, as amended, our amended and restated bylaws, any agreement, any vote of stockholders or disinterested directors or otherwise.
We maintain standard policies of insurance that provide coverage (1) to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (2) to
us with respect to indemnification payments that we may make to such directors and officers.
| Item 8. |
Exhibits.
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Exhibit
Number
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Exhibit Description
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Filed
Herewith
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Incorporated
by Reference
herein from
Form or
Schedule
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Filing Date
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SEC File/
Reg. Number
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Second Amended and Restated Certificate of Incorporation of the Registrant, as amended.
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10-Q
(Exhibit 3.1)
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8/7/2023
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001-39486
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Amended and Restated Bylaws of the Registrant.
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10-K
(Exhibit 3.2)
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3/1/2022
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001-39486
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Specimen Class A Common Stock Certificate.
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S-4/A
(Exhibit 4.1)
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5/11/2021
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333-253691
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Warrant Agreement, dated as of September 3, 2020, by and between Quantum-Si Incorporated (formerly HighCape Capital Acquisition Corp.) and Continental Stock Transfer & Trust Company.
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8-K
(Exhibit 4.1)
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9/9/2020
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001-39486
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Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
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X
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Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in opinion of counsel filed as Exhibit 5.1).
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X
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Consent of Deloitte & Touche LLP, independent registered public accounting firm.
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X
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Power of Attorney (included on the signature page hereof).
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X
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Quantum-Si Incorporated 2021 Equity Incentive Plan.
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8-K
(Exhibit 10.13.1)
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6/15/2021
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001-39486
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Form of Stock Option Agreement under 2021 Equity Incentive Plan.
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8-K
(Exhibit 10.13.2)
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6/15/2021
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001-39486
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Form of Restricted Stock Unit Agreement under 2021 Equity Incentive Plan.
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Form 10-K
(Exhibit 10.13.3)
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2/29/2024
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001-39486
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Filing Fee Table
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X
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+ Denotes management contract or compensatory plan or arrangement
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Branford, State of Connecticut, on February 29, 2024.
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QUANTUM-SI INCORPORATED
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By:
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/s/ Jeffrey Hawkins
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Jeffrey Hawkins
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President and Chief Executive Officer
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Each person whose signature appears below constitutes and appoints each of Jeffrey Hawkins and Jeffry Keyes, acting alone or together with another attorney-in-fact, as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ Jeffrey Hawkins
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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February 29, 2024
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Jeffrey Hawkins
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/s/ Jeffry Keyes
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Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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February 29, 2024
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Jeffry Keyes
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/s/ Jonathan M. Rothberg, Ph.D.
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Chairman
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February 29, 2024
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Jonathan M. Rothberg, Ph.D.
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/s/ Scott Mendel
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Director
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February 29, 2024
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Scott Mendel
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/s/ John Patrick Kenny
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Director
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February 29, 2024
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John Patrick Kenny
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/s/ Ruth Fattori
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Director
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February 29, 2024
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Ruth Fattori
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/s/ Brigid A. Makes
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Director
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February 29, 2024
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Brigid A. Makes
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/s/ Kevin Rakin
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Director
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February 29, 2024
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Kevin Rakin
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/s/ Amir Jafri
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Director
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February 29, 2024
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Amir Jafri
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Exhibit 5.1
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One Financial Center
Boston, MA 02111
617 542 6000
mintz.com
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February 29, 2024
Quantum-Si Incorporated
29 Business Park Drive
Branford, Connecticut 06405
| Re: |
Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as legal counsel to Quantum-Si Incorporated, a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the
“Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”), pursuant to which the Company is registering the issuance under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 5,670,796
shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share, that may be issued pursuant to the Company’s 2021 Equity Incentive Plan (the “Plan”). This opinion is being rendered in connection with the filing of the
Registration Statement with the Commission. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.
In connection with this opinion, we have examined the Company’s Second Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws, each as currently in effect;
such other records of the corporate proceedings of the Company and certificates of the Company’s officers as we have deemed relevant; and the Registration Statement and the exhibits thereto.
In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as copies, the authenticity of the originals of such copies, and the truth and correctness of any representations and warranties contained therein. In addition, we have assumed that the Company
will receive any required consideration in accordance with the terms of the Plan.
Our opinion expressed herein is limited to the General Corporation Law of the State of Delaware and we express no opinion with respect to the laws of any other jurisdiction. No opinion is
expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing
statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth
herein.
Based upon the foregoing, we are of the opinion that the Shares, when issued and delivered in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.
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MINTZ
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February 29, 2024
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Page 2
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We understand that you wish to file this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K
promulgated under the Securities Act, and we hereby consent thereto. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations
of the Commission promulgated thereunder.
| Very truly yours, | |
| /s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. | |
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Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
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Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 29, 2024, relating to the financial statements of Quantum-Si Incorporated, appearing in the
Annual Report on Form 10-K of Quantum-Si Incorporated for the year ended December 31, 2023.
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/s/ Deloitte & Touche LLP
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New York, New York
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February 29, 2024
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Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Quantum-Si Incorporated
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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Security
Type |
Security
Class
Title
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Fee
Calculation
Rule
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Amount
Registered(1) |
Proposed
Maximum
Offering
Price Per
Unit(2)
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Maximum
Aggregate
Offering
Price
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Fee
Rate
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Amount of
Registration
Fee
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Equity
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Class A common
stock,
par
value
$0.0001
per
share |
457(c) and 457(h)
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5,670,796
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$1.62
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$9,186,689.52
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$0.00014760
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$1,355.96
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Total Offering Amounts
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$9,186,689.52
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$1,355.96
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Total Fees Previously Paid
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—
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Total Fee Offsets
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—
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Net Fee Due
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$1,355.96
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| (1) |
The number of shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), of Quantum-Si Incorporated (the “Registrant”) stated above consists of additional shares of Class A common stock available for issuance
under the Quantum-Si Incorporated 2021 Equity Incentive Plan (the “2021 Plan”), by operation of the 2021 Plan’s “evergreen” provision. The maximum number of shares which may be sold upon the exercise of options or issuance of stock-based
awards granted under the 2021 Plan is subject to adjustment in accordance with certain anti-dilution and other provisions of the 2021 Plan. Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities
Act”), this registration statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after the operation of any such anti-dilution and other
provisions.
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| (2) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act. The offering price per share and the aggregate offering price for shares
reserved for future grant or issuance under the 2021 Plan are based on the average of the high and the low price of Registrant’s Class A common stock as reported on The Nasdaq Global Market as of a date (February 26, 2024) within five
business days prior to filing this Registration Statement.
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