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 24, 2024

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

 
06405
(Address of principal executive offices)  
(Zip Code)
 
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:

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 8.01
Other Events.

On May 16, 2024, a punitive class action lawsuit was filed in the Delaware Court of Chancery, styled Farzad v. HighCape Capital, et al. (the “Delaware Stockholder Litigation”). The Delaware Stockholder Litigation asserts breach of fiduciary duty claims against the former officers and directors of HighCape Capital Acquisition Corp. (“HighCape”), including Kevin Rakin, Matt Zuga, David Colpman, Robert Taub and Antony Loebel, HighCape Capital Acquisition LLC and HighCape Capital L.P., aiding and abetting breach of fiduciary duty claims against Foresite Capital Management, LLC and Jonathan M. Rothberg, Ph.D., and unjust enrichment claims against all defendants related to the business combination between HighCape and then privately held Quantum-Si Incorporated (the “Business Combination”). The Delaware Stockholder Litigation complaint alleges that the transactions contemplated by the Business Combination were a product of an unfair process which was allegedly impacted by conflicts of interest, resulting in mispricing of the Business Combination. The complaint seeks, among other things, unspecified damages and attorneys’ fees and costs. There is no assurance that defendants will be successful in the defense of the litigation or that insurance will be available or adequate to fund any potential settlement or judgment or the litigation costs of the action.


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 24, 2024
   



v3.24.1.1.u2
Document and Entity Information
May 24, 2024
Entity Listings [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 24, 2024
Entity File Number 001-39486
Entity Registrant Name QUANTUM-SI INCORPORATED
Entity Central Index Key 0001816431
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 85-1388175
Entity Address, Address Line One 29 Business Park Drive
Entity Address, City or Town Branford
Entity Address, State or Province CT
Entity Address, Postal Zip Code 06405
City Area Code 866
Local Phone Number 688-7374
Entity Emerging Growth Company false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Common Stock [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security Class A common stock, par value $0.0001 per share
Trading Symbol QSI
Security Exchange Name NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol QSIAW
Security Exchange Name NASDAQ

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