|
Delaware
(State or other jurisdiction of
incorporation or organization) |
| |
6770
Primary Standard Industrial
Classification Code Number) |
| |
85-1388175
(I.R.S. Employer
Identification Number) |
|
|
Joel L. Rubinstein, Esq.
David Johansen, Esq. White & Case LLP 1221 Avenue of the Americas New York, New York 10020 Telephone: (212) 819-8200 |
| |
Michael L. Fantozzi. Esq.
John P. Condon, Esq. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. One Financial Center Boston, Massachusetts 02111 Telephone: (617) 542-6000 |
|
| ☐ Large accelerated filer | | | ☐ Accelerated filer | |
| ☒ Non-accelerated filer | | | ☒ Smaller reporting company | |
| | | | ☒ Emerging growth company | |
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| | | | | 38 | | | |
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| | | | | 94 | | | |
| | | | | 95 | | | |
| | | | | 102 | | | |
| | | | | 118 | | | |
| | | | | 135 | | | |
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| | | | | 158 | | | |
| | | | | 159 | | | |
| | | | | 170 | | | |
| | | | | 178 | | | |
| | | | | 182 | | | |
| | | | | 213 | | | |
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| | | | | 234 | | | |
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| | | | | 249 | | | |
| | | | | 255 | | | |
| | | | | 262 | | | |
| | | | | 268 | | | |
| | | | | 275 | | | |
| | | | | 275 | | | |
| | | | | 275 | | | |
| | | | | 276 | | | |
| | | | | 284 | | | |
| | | | | 286 | | |
| | |
Assuming No
Redemptions of Public Shares |
| |
Assuming
Maximum Redemptions of Public Shares |
| ||||||
Entities controlled by Jonathan M. Rothberg, Ph.D.
|
| | | | 80.5% | | | | | | 82.1% | | |
Other Quantum-Si Stockholders
|
| | | | 8.5% | | | | | | 8.7% | | |
Public Stockholders
|
| | | | 2.2% | | | | | | 0.2% | | |
PIPE Investors
|
| | | | 8.2% | | | | | | 8.4% | | |
Shares Issued to Foresite Funds under Subscription Agreements
|
| | | | 0.1% | | | | | | 0.1% | | |
Initial Stockholders
|
| | | | 0.5% | | | | | | 0.5% | | |
Total
|
| | | | 100% | | | | | | 100% | | |
(in millions)
|
| |
Assuming No
Redemptions of Public Shares |
| |
Assuming
Maximum Redemptions of Public Shares |
| ||||||
Sources | | | | | | | | | | | | | |
Quantum-Si Rollover Equity
|
| | | $ | 887.8(1) | | | | | $ | 887.8(1) | | |
Proceeds from Trust Account
|
| | | | 115.0 | | | | | | 10.0 | | |
PIPE Investors
|
| | | | 425.0 | | | | | | 425.0 | | |
Total Sources
|
| | | $ | 1,427.8 | | | | | $ | 1,322.8 | | |
Uses | | | | | | | | | | | | | |
Equity Consideration to Existing Investors
|
| | | $ | 887.8 | | | | | $ | 887.8 | | |
Cash to Balance Sheet
|
| | | | 509.2 | | | | | | 404.2 | | |
Repayment of PPP Loan
|
| | | | 1.8 | | | | | | 1.8 | | |
(in millions)
|
| |
Assuming No
Redemptions of Public Shares |
| |
Assuming
Maximum Redemptions of Public Shares |
| ||||||
Estimated Transaction Costs and other Payments
|
| | | | 29.0(2) | | | | | | 29.0(2) | | |
Total Uses
|
| | | $ | 1,427.8 | | | | | $ | 1,322.8 | | |
|
| | |
For the Period
from June 10, 2020 (Inception) Through December 31, 2020 |
| |||
Formation and general and administrative expenses
|
| | | $ | 265,291 | | |
Loss from operations
|
| | | | (265,291) | | |
Other income: | | | | | | | |
Interest earned on cash and cash equivalents held in Trust Account
|
| | | | 2,152 | | |
Net loss
|
| | | $ | (263,139) | | |
Weighted average shares outstanding of Class A redeemable common stock
|
| | | | 11,500,000 | | |
Basic and diluted income per share, Class A redeemable common stock
|
| | | $ | 0.00 | | |
Weighted average shares outstanding of Class A and Class B non-redeemable common stock
|
| | | | 3,099,338 | | |
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock
|
| | | $ | (0.08) | | |
| | |
For the Period
from June 10, 2020 (Inception) Through December 31, 2020 |
| |||
Cash Flows from Operating Activities: | | | | | | | |
Net loss
|
| | | $ | (263,139) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | |
Interest earned on cash and cash equivalents held in Trust Account
|
| | | | (2,521) | | |
Changes in operating assets and liabilities:
|
| | | | | | |
Prepaid expenses
|
| | | | (149,727) | | |
Accrued expenses
|
| | | | 146,558 | | |
Net cash used in operating activities
|
| | | | (268,460) | | |
Cash Flows from Investing Activities: | | | | | | | |
Investment of cash into Trust Account
|
| | | | (115,000,000) | | |
Net cash used in investing activities
|
| | | | (115,000,000) | | |
Cash Flows from Financing Activities: | | | | | | | |
Proceeds from issuance of Class B common stock to Sponsor
|
| | | | 25,000 | | |
Proceeds from sale of Units, net of underwriting discounts paid
|
| | | | 112,700,000 | | |
Proceeds from sale of Private Placement Units
|
| | | | 4,050,000 | | |
Repayment of promissory note – related party
|
| | | | (99,627) | | |
Payment of offering costs
|
| | | | (372,750) | | |
Net cash provided by financing activities
|
| | | | 116,302,623 | | |
Net Change in Cash
|
| | | | 1,034,163 | | |
Cash – Beginning of period
|
| | | | — | | |
Cash – End of period
|
| | | $ | 1,034,163 | | |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | | | | | | | |
Initial classification of Class A common stock subject to possible redemption
|
| | | $ | 107,276,620 | | |
Change in value of Class A common stock subject to possible redemption
|
| | | $ | (262,140) | | |
Deferred underwriting fee payable
|
| | | $ | 4,025,000 | | |
Payment of offering costs through promissory note – related party
|
| | | $ | 99,627 | | |
| | |
Year Ended December 31,
|
| |||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| ||||||
Total operating expenses
|
| | | $ | 36,691 | | | | | $ | 36,620 | | |
Loss from operations
|
| | | | (36,691) | | | | | | (36,620) | | |
Total nonoperating income
|
| | | | 78 | | | | | | 828 | | |
Loss before income taxes
|
| | | | (36,613) | | | | | | (35,792) | | |
Provision for income taxes
|
| | | | — | | | | | | — | | |
Net loss and comprehensive loss
|
| | | | (36,613) | | | | | | (35,792) | | |
| | |
As of December 31,
|
| |||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| ||||||
Cash and cash equivalents
|
| | | $ | 36,910 | | | | | $ | 32,930 | | |
Total assets
|
| | | | 40,592 | | | | | | 37,411 | | |
Total liabilities
|
| | | | 4,503 | | | | | | 1,955 | | |
Convertible preferred stock
|
| | | | 195,814 | | | | | | 160,555 | | |
Total stockholders’ deficit
|
| | | | (159,725) | | | | | | (125,099) | | |
| | |
Historical
|
| |
Pro forma
|
| ||||||||||||||||||
(in thousands, except per share data)
|
| |
HighCape
|
| |
Quantum-Si
|
| |
No redemption
scenario |
| |
Maximum
redemption scenario |
| ||||||||||||
Statement of Operations Data – For the Year Ended December 31, 2020
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Total operating expenses
|
| | | $ | 265 | | | | | $ | 36,691 | | | | | $ | 71,611 | | | | | $ | 71,611 | | |
Loss from operations
|
| | | | (265) | | | | | | (36,691) | | | | | | (71,611) | | | | | | (71,611) | | |
Net loss and comprehensive loss
|
| | | | (263) | | | | | | (36,613) | | | | | | (71,524) | | | | | | (71,524) | | |
Basic and diluted net loss per share
|
| | | | 0.00 | | | | | | (5.45) | | | | | | (0.53) | | | | | | (0.57) | | |
| | |
Historical
|
| |
Pro forma
|
| ||||||||||||||||||
(in thousands)
|
| |
HighCape
|
| |
Quantum-Si
|
| |
No redemption
scenario |
| |
Maximum
redemption scenario |
| ||||||||||||
Balance Sheet Data – As of December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | |
Total current assets
|
| | | $ | 1,184 | | | | | $ | 37,858 | | | | | $ | 548,286 | | | | | $ | 443,284 | | |
Total assets
|
| | | | 116,186 | | | | | | 40,592 | | | | | | 551,020 | | | | | | 446,018 | | |
Total current liabilities
|
| | | | 147 | | | | | | 2,754 | | | | | | 2,892 | | | | | | 2,892 | | |
Total liabilities
|
| | | | 4,172 | | | | | | 4,503 | | | | | | 2,892 | | | | | | 2,892 | | |
Common stock subject to possible redemption
|
| | | | 107,014 | | | | | | — | | | | | | — | | | | | | — | | |
Convertible preferred stock
|
| | | | — | | | | | | 195,814 | | | | | | — | | | | | | — | | |
Total stockholders’ equity (deficit)
|
| | | | 5,000 | | | | | | (159,725) | | | | | | 548,128 | | | | | | 443,126 | | |
| | |
Historical
|
| |
Pro Forma
|
| ||||||||||||||||||
| | |
HighCape
|
| |
Quantum-Si
|
| |
No redemption
scenario |
| |
Maximum
redemption scenario |
| ||||||||||||
As of December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | |
Book value per share(1)
|
| | | $ | 4.15 | | | | | $ | (23.68) | | | | | $ | 4.04 | | | | | $ | 3.54 | | |
For the Year Ended December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss per share – basic and diluted(2)
|
| | | $ | 0.00 | | | | | $ | (5.45) | | | | | $ | (0.53) | | | | | $ | (0.57) | | |
| | |
Quantum-Si
|
| |
High
Growth Life Sciences Tools(1) |
| |
Disruptive
Technologies(2) |
| |||||||||
EV/2023E Revenue. . . . . . . . . . . . . . . . . . . . . . . . . .
|
| |
18.9x
|
| |
35.7x
|
| |
17.9x
|
| |||||||||
Revenue CAGR 2020 – 2024E
|
| | | | 145.3% | | | | | | 29.9% | | | | | | 62.3% | | |
$ in millions
|
| |
2021
|
| |
2022
|
| |
2023
|
| |
2024
|
| |
2025
|
| |||||||||||||||
Revenue
|
| | | | NM | | | | | $ | 17 | | | | | $ | 49 | | | | | $ | 104 | | | | | $ | 186 | | |
Operating expenses
|
| | | $ | 56 | | | | | $ | 81 | | | | | $ | 102 | | | | | $ | 125 | | | | | $ | 147 | | |
Net income
|
| | | $ | (56) | | | | | $ | (70) | | | | | $ | (70) | | | | | $ | (53) | | | | | $ | (15) | | |
% gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | NM | | | |
65%
|
| |
65%
|
| | 69% | | |
71%
|
|
(in millions)
|
| |
Assuming
No Redemptions of Public Shares |
| |
Assuming
Maximum Redemptions of Public Shares |
| ||||||
Sources | | | | | | | | | | | | | |
Quantum-Si Rollover Equity
|
| | | $ | 887.8(1) | | | | | $ | 887.8(1) | | |
Proceeds from Trust Account
|
| | | | 115.0 | | | | | | 10.0 | | |
PIPE Investors
|
| | | | 425.0 | | | | | | 425.0 | | |
Total Sources
|
| | | $ | 1,427.8 | | | | | $ | 1,322.8 | | |
Uses | | | | | | | | | | | | | |
Equity Consideration to Existing Investors
|
| | | $ | 887.8 | | | | | $ | 887.8 | | |
Cash to Balance Sheet
|
| | | | 509.2 | | | | | | 404.2 | | |
Repayment of PPP Loan
|
| | | | 1.8 | | | | | | 1.8 | | |
Estimated Transaction Costs and other Payments
|
| | | | 29.0(2) | | | | | | 29.0(2) | | |
Total Uses
|
| | | $ | 1,427.8 | | | | | $ | 1,322.8 | | |
|
Advisory Charter Proposal
|
| |
HighCape Current Charter
|
| |
Proposed Charter
|
|
|
Advisory Proposal A – Changes in Share Capital
|
| | Under the Current Charter, HighCape is currently authorized to issue 401,000,000 shares of capital stock, consisting of (a) 400,000,000 shares of common stock, including 380,000,000 shares of Class A common stock, par value $0.0001 per share, and 20,000,000 shares of Class B common stock, par value $0.0001 per share, and (b) 1,000,000 shares of preferred stock, par value $0.0001 per share. | | | Under the Proposed Charter, New Quantum-Si will be authorized to issue 628,000,000 shares of capital stock, consisting of (i) 600,000,000 shares of New Quantum-Si Class A common stock, par value $0.0001 per share, (ii) 27,000,000 shares of New Quantum-Si Class B common stock, par value $0.0001 per share, and (iii) 1,000,000 shares of preferred stock, par value $0.0001 per share. | |
|
Advisory Proposal B – Voting Rights of Common Stock
|
| | Under the Current Charter, the holders of Class A and Class B common stock are entitled to one (1) vote for each such share on each matter properly submitted to HighCape’s stockholders entitled to vote. | | | Under the Proposed Charter, holders of New Quantum-Si Class A common stock will be entitled to cast one vote per Class A share, while holders of New Quantum-Si Class B common stock will be entitled to cast twenty (20) votes per share of New Quantum-Si Class B common stock. | |
|
Advisory Proposal C – Limiting the Ability to Act by Written Consent
|
| | Under the Current Charter, any action required or permitted to be taken by the stockholders of HighCape must be effected at an annual or special meeting of the stockholders and may not be effected by written consent other than with respect to the HighCape Class B common stock with respect to which action may be taken by written consent. | | | Under the Proposed Charter, any action required or permitted to be taken by the stockholders of New Quantum-Si must be effected at an annual or special meeting of the stockholders and may not be effected by written consent; provided, however, prior to the first date on which the issued and outstanding shares of New Quantum-Si Class B common stock represent less than 50% of the voting power of the then | |
|
Advisory Charter Proposal
|
| |
HighCape Current Charter
|
| |
Proposed Charter
|
|
| | | | | | | outstanding shares of capital stock of New Quantum-Si that would be entitled to vote for the election of directors, any action required or permitted to be taken at any annual or special meeting of New Quantum-Si stockholders, may be taken by written consent if such written consent is signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on such matter were present and voted. | |
|
Advisory Proposal D – Required Vote to Amend the Charter
|
| | The Current Charter provides that the Current Charter may be amended, altered, changed, added or repealed in accordance with Delaware law; provided that, prior to an initial business combination, any amendment to the Current Charter that would alter or change the provisions relating to an initial business combination requires the affirmative vote of the holders of at least 65% of all common stock then outstanding. | | | Under the Proposed Charter, in addition to any vote required by Delaware law, the Proposed Charter may be amended, altered, changed, adopted or repealed by the affirmative vote of the holders of a majority of the voting power of all shares of capital stock then outstanding and entitled to vote generally in the election of directors, voting together as a single class; provided, however, that (i) so long as any shares of New Quantum-Si Class B common stock remain outstanding, the affirmative vote of the holders of two-thirds (2/3) of the outstanding shares of New Quantum-Si Class B common stock, voting as a separate class, is required to amend, alter, change, repeal or adopt any provisions of the Proposed Charter (1) in a manner that is inconsistent with, or that changes any of the voting, conversion, dividend or liquidation provisions of the shares of New Quantum-Si Class B common stock or other rights, powers, preferences or privileges of the shares of Class B common stock, (2) to provide for each share of New Quantum-Si Class A common stock or any | |
|
Advisory Charter Proposal
|
| |
HighCape Current Charter
|
| |
Proposed Charter
|
|
| | | | | | | Preferred Stock to have more than one (1) vote per share or any rights to a separate class vote of the holders of shares of New Quantum-Si Class A common stock other than as provided by the Proposed Charter or required by the DGCL, or (3) to otherwise adversely impact the rights, powers, preferences or privileges of the shares of New Quantum-Si Class B common stock in a manner that is disparate from the manner in which it affects the rights, powers, preferences or privileges of the shares of New Quantum-Si Class A common stock; and (ii) so long as any shares of New Quantum-Si Class A common stock remain outstanding, the affirmative vote of the holders of a majority of the outstanding shares of New Quantum-Si Class A common stock, voting as a separate class, is required to amend, alter, change, repeal or adopt any provisions of the Proposed Charter (1) in a manner that alters or changes the powers, preferences, or special rights of the shares of New Quantum-Si Class A common stock so as to affect them adversely; or (2) to provide for each share of New Quantum-Si Class B common stock to have more than twenty (20) votes per share or any rights to a separate class vote of the holders of shares of New Quantum-Si Class B common stock other than as provided by the Proposed Charter or required by the DGCL. | |
| | | | | | | Any amendment to a provision of the Proposed Charter that contemplates a specific approval requirement by the stockholders shall require the greater of (x) the specific approval requirement by the stockholders contemplated in that provision and (y) the approval requirements | |
|
Advisory Charter Proposal
|
| |
HighCape Current Charter
|
| |
Proposed Charter
|
|
| | | | | | | contemplated in the provisions immediately above. | |
|
Advisory Proposal E – Required Vote to Amend the Bylaws
|
| | Under the Current Charter, the HighCape Board is expressly authorized to adopt, alter, amend or repeal the HighCape Bylaws by the affirmative vote of a majority of the directors. The HighCape Bylaws may also be adopted, amended, altered or repealed by the affirmative vote of at least a majority of the voting power of all of the shares of capital stock of HighCape then outstanding and entitled to vote generally in the election of directors, voting together as a single class. | | | Under the Proposed Charter, the New Quantum-Si Board is expressly authorized to adopt, amend, alter or repeal the New Quantum-Si Bylaws by the affirmative vote of a majority of the directors present at any regular or special meeting of the New Quantum-Si Board at which a quorum is present. The New Quantum-Si Bylaws may also be adopted, amended, altered or repealed, (i) on or after the time that the outstanding shares of Class B common stock represents less than 50% of the voting power of the shares of capital stock of New Quantum-Si then outstanding and entitled to vote in the election of directors, by the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of the capital stock of New Quantum-Si or, prior to such time (ii) by the affirmative vote of the holders of a majority of the voting power of the capital stock of New Quantum-Si then outstanding and entitled to vote in the election of directors. | |
|
Advisory Proposal F – Required Vote to Change Number of Directors
|
| | Under the Current Charter, the number of directors of HighCape, other than those who may be elected by the holders of one or more series of the preferred stock voting separately by class or series, will be fixed from time to time exclusively by the HighCape Board pursuant to a resolution adopted by a majority of the HighCape Board. | | | Under the Proposed Charter, the number of directors will be fixed from time to time by the New Quantum-Si Board; provided that, unless approved (i) when outstanding Class B common stock represents less than 50% of the voting power of the then outstanding shares of capital stock of New Quantum-Si that would be entitled to vote for the election of directors, by the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of the capital stock of New Quantum-Si or, prior to such time (ii) by the affirmative vote of the holders of a majority of the voting power of the outstanding capital stock of New | |
|
Advisory Charter Proposal
|
| |
HighCape Current Charter
|
| |
Proposed Charter
|
|
| | | | | | | Quantum-Si, the number of directors shall not exceed nine (9). | |
|
Advisory Proposal G – Classified Board
|
| |
Under the Current Charter, the HighCape Board shall be divided into three classes, nearly equal in number as possible and designated as Class I, Class II and Class III.
Following the effectiveness of the Current Charter, the term of the initial Class I, Class II and Class III directors shall expire at the first, second and third annual meetings of stockholders, respectively, after which time, the directors shall serve for a term of three years.
|
| | Under the Proposed Charter, all directors will be elected each year for one-year terms. | |
|
Advisory Proposal H – Removal of Directors; Newly-Created Directorships
|
| |
Under the Current Charter, any or all directors of HighCape may be removed from office at any time, but only for cause and only by an affirmative vote of holders of a majority of the voting power of all shares of capital stock then outstanding and entitled to vote generally in the election of directors, voting together as a single class.
Newly-created directorships resulting from the increase in the number of directors and any vacancies on the HighCape Board shall be filled solely and exclusively by an affirmative vote of the majority of the remaining directors then in office.
|
| |
Under the Proposed Charter, any or all directors of New Quantum-Si may be removed from office at any time with or without cause and for any or no reason only with and immediately upon the vote, (i) on or after the time that the outstanding shares of Class B common stock represents less than 50% of the voting power of the shares of capital stock of New Quantum-Si then outstanding and entitled to vote in the election of directors, by the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of the capital stock of New Quantum-Si or, prior to such time, (ii) by the affirmative vote of the holders of a majority of the voting power of the capital stock of New Quantum-Si then outstanding and entitled to vote in the election of directors.
Newly-created directorships resulting from an increase in the number of directors and any vacancies on the New Quantum-Si Board may be filled by either the directors of the New Quantum-Si Board, or by the New Quantum-Si stockholders as set forth in the Proposed Charter.
|
|
|
Advisory Charter Proposal
|
| |
HighCape Current Charter
|
| |
Proposed Charter
|
|
|
Advisory Proposal I – Corporate Opportunity
|
| | Under the Current Charter, the doctrine of corporate opportunity applies to directors or officers of HighCape who, in their capacity as directors or officers of HighCape, were offered a corporate opportunity that HighCape was permitted to undertake and it would be reasonable to do so, and the directors and officers were legally permitted to refer that opportunity to HighCape without violating any legal obligations. | | | Under the Proposed Charter, New Quantum-Si renounces a corporate opportunity that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, any non-employee director of New Quantum-Si, unless such opportunity is presented to, or acquired, created or developed by, or otherwise comes into the possession of such person expressly and solely in his or her capacity as a director of New Quantum-Si. | |
| | | | | | | | | | | | | | |
No redemption scenario
|
| |
Maximum redemption scenario
|
| ||||||||||||||||||||||||
| | |
HighCape
(Historical) |
| |
Quantum-Si
(Historical) |
| |
Transaction
Accounting Adjustments |
| |
Note 3
|
| |
Pro Forma
|
| |
Transaction
Accounting Adjustments |
| |
Note 3
|
| |
Pro Forma
|
| ||||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 1,034 | | | | | $ | 36,910 | | | | | $ | 509,244 | | | |
(a),(b)
|
| | | $ | 547,188 | | | | | $ | 404,242 | | | |
(a),(b)
|
| | | $ | 442,186 | | |
Prepaid expenses and other current assets
|
| | | | 150 | | | | | | 716 | | | | | | — | | | | | | | | | 866 | | | | | | — | | | | | | | | | 866 | | |
Due from related parties
|
| | | | — | | | | | | 232 | | | | | | — | | | | | | | | | 232 | | | | | | — | | | | | | | | | 232 | | |
Total current assets
|
| | |
|
1,184
|
| | | |
|
37,858
|
| | | |
|
509,244
|
| | | | | | |
|
548,286
|
| | | |
|
404,242
|
| | | | | | |
|
443,284
|
| |
Property and equipment, net
|
| | | | — | | | | | | 1,996 | | | | | | — | | | | | | | | | 1,996 | | | | | | — | | | | | | | | | 1,996 | | |
Other assets – related party
|
| | | | — | | | | | | 738 | | | | | | — | | | | | | | | | 738 | | | | | | — | | | | | | | | | 738 | | |
Cash and cash equivalents held in Trust Account
|
| | | | 115,002 | | | | | | — | | | | | | (115,002) | | | |
(c)
|
| | | | — | | | | | | (115,002) | | | |
(c)
|
| | | | — | | |
Total assets
|
| | | $ | 116,186 | | | | | $ | 40,592 | | | | | $ | 394,242 | | | | | | | | $ | 551,020 | | | | | $ | 289,240 | | | | | | | | $ | 446,018 | | |
Liabilities, commitments and contingencies and stockholders’ equity (deficit)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | | — | | | | | | 1,301 | | | | | | — | | | | | | | | | 1,301 | | | | | | — | | | | | | | | | 1,301 | | |
Due to related parties
|
| | | | — | | | | | | 28 | | | | | | — | | | | | | | | | 28 | | | | | | — | | | | | | | | | 28 | | |
Accrued expenses and other current liabilities
|
| | | | 147 | | | | | | 1,425 | | | | | | (9) | | | |
(d)
|
| | | | 1,563 | | | | | | (9) | | | |
(d)
|
| | | | 1,563 | | |
Total current liabilities
|
| | | | 147 | | | | | | 2,754 | | | | | | (9) | | | | | | | | | 2,892 | | | | | | (9) | | | | | | | | | 2,892 | | |
Notes payable
|
| | | | — | | | | | | 1,749 | | | | | | (1,749) | | | |
(d)
|
| | | | — | | | | | | (1,749) | | | |
(d)
|
| | | | — | | |
Deferred underwriting fee payable
|
| | | | 4,025 | | | | | | — | | | | | | (4,025) | | | |
(b)
|
| | | | — | | | | | | (4,025) | | | |
(b)
|
| | | | — | | |
Total liabilities
|
| | | | 4,172 | | | | | | 4,503 | | | | | | (5,783) | | | | | | | | | 2,892 | | | | | | (5,783) | | | | | | | | | 2,892 | | |
Class A common stock subject to possible
redemption |
| | | | 107,014 | | | | | | — | | | | | | (107,014) | | | |
(e)
|
| | | | — | | | | | | (107,014) | | | |
(e)
|
| | | | — | | |
Convertible preferred stock
|
| | | | — | | | | | | 195,814 | | | | | | (195,814) | | | |
(e)
|
| | | | — | | | | | | (195,814) | | | |
(e)
|
| | | | — | | |
Stockholders’ equity (deficit) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock
|
| | | | — | | | | | | 1 | | | | | | (1) | | | |
(e)
|
| | | | — | | | | | | (1) | | | |
(e)
|
| | | | — | | |
Class A common stock
|
| | | | — | | | | | | — | | | | | | 12 | | | |
(e)
|
| | | | 12 | | | | | | 11 | | | |
(e)
|
| | | | 11 | | |
Class B common stock
|
| | | | — | | | | | | — | | | | | | 2 | | | |
(e)
|
| | | | 2 | | | | | | 2 | | | |
(e)
|
| | | | 2 | | |
Additional paid-in capital
|
| | | | 5,263 | | | | | | 12,517 | | | | | | 710,590 | | | |
(e)
|
| | | | 728,370 | | | | | | 605,589 | | | |
(e)
|
| | | | 623,369 | | |
Accumulated deficit
|
| | | | (263) | | | | | | (172,243) | | | | | | (7,750) | | | |
(e)
|
| | | | (180,256) | | | | | | (7,750) | | | |
(e)
|
| | | | (180,256) | | |
Total stockholders’ equity (deficit)
|
| | |
|
5,000
|
| | | |
|
(159,725)
|
| | | |
|
702,853
|
| | | | | | |
|
548,128
|
| | | |
|
597,851
|
| | | | | | |
|
443,126
|
| |
Total liabilities, commitments and contingencies and stockholders’ equity (deficit)
|
| | | $ | 116,186 | | | | | $ | 40,592 | | | | | $ | 394,242 | | | | | | | | $ | 551,020 | | | | | $ | 289,240 | | | | | | | | $ | 446,018 | | |
| | | | | | | | | | | | | | |
No redemption scenario
|
| |
Maximum redemption scenario
|
| ||||||||||||||||||||||||
| | |
HighCape
(Historical) |
| |
Quantum-Si
(Historical) |
| |
Transaction
Accounting Adjustments |
| |
Note 3
|
| |
Pro Forma
|
| |
Transaction
Accounting Adjustments |
| |
Note 3
|
| |
Pro Forma
|
| ||||||||||||||||||
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | $ | — | | | | | $ | 27,555 | | | | | $ | 4,255 | | | |
(h)
|
| | | $ | 31,810 | | | | | $ | 4,255 | | | |
(h)
|
| | | $ | 31,810 | | |
General and administrative
|
| | | | — | | | | | | 7,984 | | | | | | 28,998 | | | |
(f), (g), (h), (i)
|
| | | | 36,982 | | | | | | 28,998 | | | |
(f), (g), (h), (i)
|
| | | | 36,982 | | |
Sales and marketing
|
| | | | — | | | | | | 1,152 | | | | | | 1,402 | | | |
(h)
|
| | | | 2,554 | | | | | | 1,402 | | | |
(h)
|
| | | | 2,554 | | |
Formation and general and administrative expenses
|
| | | | 265 | | | | | | — | | | | | | — | | | | | | | | | 265 | | | | | | — | | | | | | | | | 265 | | |
Total operating expenses
|
| | |
|
265
|
| | | |
|
36,691
|
| | | |
|
34,655
|
| | | | | | |
|
71,611
|
| | | |
|
34,655
|
| | | | | | |
|
71,611
|
| |
Loss from operations
|
| | |
|
(265)
|
| | | |
|
(36,691)
|
| | | |
|
(34,655)
|
| | | | | | |
|
(71,611)
|
| | | |
|
(34,655)
|
| | | | | | |
|
(71,611)
|
| |
Interest income
|
| | | | — | | | | | | 104 | | | | | | — | | | | | | | | | 104 | | | | | | — | | | | | | | | | 104 | | |
Other expense, net
|
| | | | — | | | | | | (26) | | | | | | 9 | | | |
(j)
|
| | | | (17) | | | | | | 9 | | | |
(j)
|
| | | | (17) | | |
Interest earned on cash equivalents
held in Trust Account |
| | | | 2 | | | | | | — | | | | | | (2) | | | |
(k)
|
| | | | — | | | | | | (2) | | | |
(k)
|
| | | | — | | |
Loss before income taxes
|
| | |
|
(263)
|
| | | |
|
(36,613)
|
| | | |
|
(34,648)
|
| | | | | | |
|
(71,524)
|
| | | |
|
(34,648)
|
| | | | | | |
|
(71,524)
|
| |
Provision for income taxes
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Net loss and comprehensive loss
|
| | | $ | (263) | | | | | $ | (36,613) | | | | | $ | (34,648) | | | | | | | | $ | (71,524) | | | | | $ | (34,648) | | | | | | | | $ | (71,524) | | |
Net loss per share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding, basic and diluted
|
| | | | 11,500,000 | | | | | | 6,715,314 | | | | | | | | | |
(l)
|
| | | | 135,610,189 | | | | | | | | | |
(l)
|
| | | | 125,110,189 | | |
Basic and diluted net loss per share
|
| | | $ | 0.00 | | | | | $ | (5.45) | | | | | | | | | |
(l)
|
| | | $ | (0.53) | | | | | | | | | |
(l)
|
| | | $ | (0.57) | | |
| | |
No redemption scenario
|
| |
Maximum redemption scenario
|
| ||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Ownership,
% |
| |
Voting rights,
% |
| |
Shares
|
| |
Ownership,
% |
| |
Voting rights,
% |
| ||||||||||||||||||
Quantum-Si Stockholders
|
| | | | 78,330,189 | | | | | | 57.76% | | | | | | 88.93% | | | | | | 78,330,189 | | | | | | 62.60% | | | | | | 90.76% | | |
Public Stockholders
|
| | | | 11,500,000 | | | | | | 8.48% | | | | | | 2.22% | | | | | | 1,000,000 | | | | | | 0.80% | | | | | | 0.20% | | |
Initial Stockholders
|
| | | | 2,583,750 | | | | | | 1.91% | | | | | | 0.50% | | | | | | 2,583,750 | | | | | | 2.07% | | | | | | 0.52% | | |
PIPE Investors
|
| | | | 42,500,000 | | | | | | 31.34% | | | | | | 8.22% | | | | | | 42,500,000 | | | | | | 33.97% | | | | | | 8.39% | | |
Shares issued to Foresite
Funds under Subscription Agreements |
| | | | 696,250 | | | | | | 0.51% | | | | | | 0.13% | | | | | | 696,250 | | | | | | 0.56% | | | | | | 0.13% | | |
Total
|
| | | | 135,610,189 | | | | | | 100% | | | | | | 100% | | | | | | 125,110,189 | | | | | | 100% | | | | | | 100% | | |
| | |
Note
|
| |
No redemption
scenario |
| |
Maximum
redemption scenario |
| ||||||
HighCape cash and cash equivalents as of December 31, 2020 – pre Business Combination
|
| | | | | | | 1,034 | | | | | | 1,034 | | |
Quantum-Si cash and cash equivalents as of December 31, 2020 – pre Business Combination
|
| | | | | | | 36,910 | | | | | | 36,910 | | |
Total cash and cash equivalents balance pre Business Combination
|
| | | | | | | 37,944 | | | | | | 37,944 | | |
Business Combination adjustments: | | | | | | | | | | | | | | | | |
HighCape cash and cash equivalents held in Trust Account
|
| |
(1)
|
| | | | 115,002 | | | | | | 115,002 | | |
PIPE Financing
|
| |
(2)
|
| | | | 425,000 | | | | | | 425,000 | | |
Payment to redeeming Public Stockholders
|
| |
(3)
|
| | | | — | | | | | | (105,002) | | |
Prepayment of notes payable
|
| |
(4)
|
| | | | (1,758) | | | | | | (1,758) | | |
| | |
Note
|
| |
No redemption
scenario |
| |
Maximum
redemption scenario |
| ||||||
Payment of deferred underwriting fees
|
| |
(5)
|
| | | | (4,025) | | | | | | (4,025) | | |
Payment of other transaction costs
|
| |
(6)
|
| | | | (18,175) | | | | | | (18,175) | | |
Payment of management and consultants bonus at the close of Business Combination
|
| |
(7)
|
| | | | (3,000) | | | | | | (3,000) | | |
Payment of third party service provider
|
| |
(8)
|
| | | | (3,800) | | | | | | (3,800) | | |
Total Business Combination adjustments
|
| | | | | | | 509,244 | | | | | | 404,242 | | |
Post-Business Combination cash and cash equivalents balance
|
| | | | | | $ | 547,188 | | | | | $ | 442,186 | | |
|
| | | | | |
HighCape / Combined company common stock
|
| |
Quantum-Si common stock
|
| |
Additional
paid-in capital |
| |
Accumulated
deficit |
| |
Total
stockholders’ equity (deficit) |
| | |
HighCape Temporary equity
|
| |
Quantum-Si Temporary equity
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | |
Class A
|
| |
Class B
|
| | | | | | | | | | | | | |
Class A common stock
subject to possible redemption |
| |
Convertible preferred stock
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Note
|
| |
Shares
|
| |
Amounts
|
| |
Shares
|
| |
Amounts
|
| |
Shares
|
| |
Amounts
|
| |
Shares
|
| |
Amounts
|
| |
Shares
|
| |
Amounts
|
| |||||||||||||||||||||||||||||||||||||||||||||||||
HighCape equity as of December 31, 2020 – pre Business Combination
|
| | | | | | | 798,552 | | | | | $ | — | | | | | | 2,875,000 | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | 5,263 | | | | | $ | (263) | | | | | $ | 5,000 | | | | | | | 10,701,448 | | | | | $ | 107,014 | | | | | | — | | | | | $ | — | | |
HighCape equity as of December 31, 2020 – pre Business Combination – Initial Stockholders
|
| | | | | | | 405,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Quantum-Si equity as of December 31,
2020 – pre Business Combination |
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,743,933 | | | | | | 1 | | | | | | 12,517 | | | | | | (172,243) | | | | | | (159,725) | | | | | | | — | | | | | | — | | | | | | 90,789,268 | | | | | | 195,814 | | |
Total equity balance pre Business Combination
|
| | | | | | | 1,203,552 | | | | | | — | | | | | | 2,875,000 | | | | | | — | | | | | | 6,743,933 | | | | | | 1 | | | | | | 17,780 | | | | | | (172,506) | | | | | | (154,725) | | | | | | | 10,701,448 | | | | | | 107,014 | | | | | | 90,789,268 | | | | | | 195,814 | | |
Business Combination adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reclassification of HighCape’s redeemable shares to Class A common stock
|
| | | | | | | 10,701,448 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 107,013 | | | | | | — | | | | | | 107,014 | | | | | | | (10,701,448) | | | | | | (107,014) | | | | | | — | | | | | | — | | |
Initial Stockholders
|
| | | | | | | 2,178,750 | | | | | | — | | | | | | (2,178,750) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Shares issued to Foresite Funds under Subscription Agreements
|
| | | | | | | 696,250 | | | | | | — | | | | | | (696,250) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
PIPE Investors
|
| |
3(a)(2)
|
| | | | 42,500,000 | | | | | | 5 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 424,995 | | | | | | — | | | | | | 425,000 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Shares issued to Quantum-Si Stockholders as consideration
|
| | | | | | | 58,260,189 | | | | | | 6 | | | | | | 20,070,000 | | | | | | 2 | | | | | | — | | | | | | — | | | | | | (8) | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Estimated transaction costs
|
| |
3(b)(2), 3(b)(3)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (17,425) | | | | | | (750) | | | | | | (18,175) | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Management and consultants bonus
paid at the close of Business Combination |
| |
3(a)(7), 3(g)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,000) | | | | | | (3,000) | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Accelerated vesting of certain options
at the close of Business Combination |
| |
3(f)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 463 | | | | | | (463) | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Third party service provider expenses
|
| |
3(a)(8), 3(i)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,800) | | | | | | (3,800) | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Elimination of historical accumulated
deficit of HighCape |
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (263) | | | | | | 263 | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Elimination of historical Quantum-Si
common stock |
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,743,933) | | | | | | (1) | | | | | | 1 | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Elimination of historical Quantum-Si
convertible preferred stock |
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 195,814 | | | | | | — | | | | | | 195,814 | | | | | | | — | | | | | | — | | | | | | (90,789,268) | | | | | | (195,814) | | |
Total Business Combination adjustments
|
| | | | | | | 114,336,637 | | | | | | 12 | | | | | | 17,195,000 | | | | | | 2 | | | | | | (6,743,933) | | | | | | (1) | | | | | | 710,590 | | | | | | (7,750) | | | | | | 702,853 | | | | | | | (10,701,448) | | | | | | (107,014) | | | | | | (90,789,268) | | | | | | (195,814) | | |
Post-Business Combination equity balance
|
| | | | | | | 115,540,189 | | | | | $ | 12 | | | | | | 20,070,000 | | | | | $ | 2 | | | | | | — | | | | | $ | — | | | | | $ | 728,370 | | | | | $ | (180,256) | | | | | $ | 548,128 | | | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | |
| | | | | |
HighCape / Combined company common stock
|
| |
Quantum-Si common stock
|
| |
Additional
paid-in capital |
| |
Accumulated
deficit |
| |
Total
stockholders’ equity (deficit) |
| | |
HighCape Temporary equity
|
| |
Quantum-Si Temporary equity
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | |
Class A
|
| |
Class B
|
| | | | | | | | | | | | | |
Class A common stock
subject to possible redemption |
| |
Convertible preferred stock
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Note
|
| |
Shares
|
| |
Amounts
|
| |
Shares
|
| |
Amounts
|
| |
Shares
|
| |
Amounts
|
| |
Shares
|
| |
Amounts
|
| |
Shares
|
| |
Amounts
|
| |||||||||||||||||||||||||||||||||||||||||||||||||
HighCape equity as of December 31, 2020 – pre Business Combination
|
| | | | | | | 798,552 | | | | | $ | — | | | | | | 2,875,000 | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | | 5,263 | | | | | $ | (263) | | | | | $ | 5,000 | | | | | | | 10,701,448 | | | | | $ | 107,014 | | | | | | — | | | | | $ | — | | |
HighCape equity as of December 31, 2020 – pre Business Combination – Initial Stockholders
|
| | | | | | | 405,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Quantum-Si equity as of December 31,
2020 – pre Business Combination |
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,743,933 | | | | | | 1 | | | | | | 12,517 | | | | | | (172,243) | | | | | | (159,725) | | | | | | | — | | | | | | — | | | | | | 90,789,268 | | | | | | 195,814 | | |
Total equity balance pre Business Combination
|
| | | | | | | 1,203,552 | | | | | | — | | | | | | 2,875,000 | | | | | | — | | | | | | 6,743,933 | | | | | | 1 | | | | | | 17,780 | | | | | | (172,506) | | | | | | (154,725) | | | | | | | 10,701,448 | | | | | | 107,014 | | | | | | 90,789,268 | | | | | | 195,814 | | |
Business Combination adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reclassification of HighCape’s redeemable shares to Class A common stock
|
| | | | | | | 10,701,448 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 107,013 | | | | | | — | | | | | | 107,014 | | | | | | | (10,701,448) | | | | | | (107,014) | | | | | | — | | | | | | — | | |
Less: Redemption of redeemable stock
|
| |
3(a)(3)
|
| | | | (10,500,000) | | | | | | (1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (105,001) | | | | | | — | | | | | | (105,002) | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Initial Stockholders
|
| | | | | | | 2,178,750 | | | | | | — | | | | | | (2,178,750) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Shares issued to Foresite Funds under Subscription Agreements
|
| | | | | | | 696,250 | | | | | | — | | | | | | (696,250) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
PIPE Investors
|
| |
3(a)(2)
|
| | | | 42,500,000 | | | | | | 5 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 424,995 | | | | | | — | | | | | | 425,000 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Shares issued to Quantum-Si Stockholders as consideration
|
| | | | | | | 58,260,189 | | | | | | 6 | | | | | | 20,070,000 | | | | | | 2 | | | | | | — | | | | | | — | | | | | | (8) | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Estimated transaction costs
|
| |
3(b)(2), 3(b)(3)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (17,425) | | | | | | (750) | | | | | | (18,175) | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Management and consultants bonus
paid at the close of Business Combination |
| |
3(a)(7), 3(g)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,000) | | | | | | (3,000) | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Accelerated vesting of certain options
at the close of Business Combination |
| |
3(f)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 463 | | | | | | (463) | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Third party service provider expenses
|
| |
3(a)(8), 3(i)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,800) | | | | | | (3,800) | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Elimination of historical accumulated
deficit of HighCape |
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (263) | | | | | | 263 | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Elimination of historical Quantum-Si
common stock |
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,743,933) | | | | | | (1) | | | | | | 1 | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Elimination of historical Quantum-Si
convertible preferred stock |
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 195,814 | | | | | | — | | | | | | 195,814 | | | | | | | — | | | | | | — | | | | | | (90,789,268) | | | | | | (195,814) | | |
Total Business Combination adjustments
|
| | | | | | | 103,836,637 | | | | | | 11 | | | | | | 17,195,000 | | | | | | 2 | | | | | | (6,743,933) | | | | | | (1) | | | | | | 605,589 | | | | | | (7,750) | | | | | | 597,851 | | | | | | | (10,701,448) | | | | | | (107,014) | | | | | | (90,789,268) | | | | | | (195,814) | | |
Post-Business Combination equity balance
|
| | | | | | | 105,040,189 | | | | | $ | 11 | | | | | | 20,070,000 | | | | | $ | 2 | | | | | | — | | | | | $ | — | | | | | $ | 623,369 | | | | | $ | (180,256) | | | | | $ | 443,126 | | | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | |
(in thousands)
|
| | | | | | | |
Research
and development |
| |
General
and administrative |
| |
Sales
and marketing |
| |||||||||
Restricted stock unit awards granted to CEO and General
Counsel with service and performance condition |
| | | | (1) | | | | | $ | — | | | | | $ | 8,421 | | | | | $ | — | | |
Restricted stock unit awards granted to the CEO with market condition
|
| | | | (2) | | | | | | — | | | | | | 3,551 | | | | | | — | | |
Restricted stock units granted to the Chairman of the Board and significant shareholder with performance condition
|
| | | | (3) | | | | | | — | | | | | | 6,353 | | | | | | — | | |
Restricted stock units granted to select directors and employees with service and performance condition
|
| | | | (4) | | | | | | 1,201 | | | | | | 1,711 | | | | | | 1,402 | | |
Restricted stock units granted to consultants with performance condition
|
| | | | (4) | | | | | | — | | | | | | 1,700 | | | | | | — | | |
Stock options granted to select employees with service and performance condition
|
| | | | (5) | | | | | | 3,054 | | | | | | — | | | | | | — | | |
Total | | | | | | | | | | $ | 4,255 | | | | | $ | 21,736 | | | | | $ | 1,402 | | |
Name
|
| |
Age
|
| |
Position
|
|
Kevin Rakin | | |
60
|
| | Chief Executive Officer and Chairman of the Board of Directors | |
Matt Zuga | | |
55
|
| | Chief Financial Officer, Chief Operating Officer and Director | |
David Colpman | | |
42
|
| | Director | |
Antony Loebel, M.D. | | |
60
|
| | Director | |
Robert Taub | | |
73
|
| | Director | |
| | |
Year Ended December 31,
|
| |
Change
|
| ||||||||||||||||||
(in thousands, except for % change)
|
| |
2020
|
| |
2019
|
| |
$
|
| |
%
|
| ||||||||||||
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | $ | 27,555 | | | | | $ | 28,102 | | | | | $ | (547) | | | | | | (1.9)% | | |
General and administrative
|
| | | | 7,984 | | | | | | 7,884 | | | | | | 100 | | | | | | 1.3% | | |
Sales and marketing
|
| | | | 1,152 | | | | | | 634 | | | | | | 518 | | | | | | 81.7% | | |
Total operating expenses
|
| | | | 36,691 | | | | | | 36,620 | | | | | | 71 | | | | | | 0.2% | | |
Loss from operations
|
| | | | (36,691) | | | | | | (36,620) | | | | | | (71) | | | | | | 0.2% | | |
Interest income
|
| | | | 104 | | | | | | 833 | | | | | | (729) | | | | | | (87.5)% | | |
Other expense, net
|
| | | | (26) | | | | | | (5) | | | | | | (21) | | | | | | 420.0% | | |
Loss before income taxes
|
| | | | (36,613) | | | | | | (35,792) | | | | | | (821) | | | | | | 2.3% | | |
Provision for income taxes
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss and comprehensive loss
|
| | | $ | (36,613) | | | | | $ | (35,792) | | | | | $ | (821) | | | | | | 2.3% | | |
| | |
Year Ended December 31,
|
| |
Change
|
| ||||||||||||||||||
(in thousands, except for % changes)
|
| |
2020
|
| |
2019
|
| |
$
|
| |
%
|
| ||||||||||||
Research and development
|
| | | $ | 27,555 | | | | | $ | 28,102 | | | | | $ | (547) | | | | | | (1.9)% | | |
| | |
Year Ended December 31,
|
| |||||||||
(in thousands)
|
| |
2020
|
| |
2019
|
| ||||||
Personnel
|
| | | $ | 14,081 | | | | | $ | 14,666 | | |
Consulting
|
| | | | 725 | | | | | | 819 | | |
Fabrication
|
| | | | 6,215 | | | | | | 5,623 | | |
Lab supplies
|
| | | | 2,250 | | | | | | 2,350 | | |
Outsourcing
|
| | | | 3,235 | | | | | | 3,224 | | |
Other
|
| | | | 1,049 | | | | | | 1,420 | | |
Total research and development expenses
|
| | | $ | 27,555 | | | | | $ | 28,102 | | |
| | |
Year Ended December 31,
|
| |
Change
|
| ||||||||||||||||||
(in thousands, except for % changes)
|
| |
2020
|
| |
2019
|
| |
$
|
| |
%
|
| ||||||||||||
General and administrative
|
| | | $ | 7,984 | | | | | $ | 7,884 | | | | | $ | 100 | | | | | | 1.3% | | |
| | |
Year Ended December 31,
|
| |
Change
|
| ||||||||||||||||||
(in thousands, except for % changes)
|
| |
2020
|
| |
2019
|
| |
$
|
| |
%
|
| ||||||||||||
Sales and marketing
|
| | | $ | 1,152 | | | | | $ | 634 | | | | | $ | 518 | | | | | | 81.7% | | |
| | |
Year Ended December 31,
|
| |
Change
|
| ||||||||||||||||||
(in thousands, except for % changes)
|
| |
2020
|
| |
2019
|
| |
$
|
| |
%
|
| ||||||||||||
Interest income
|
| | | $ | 104 | | | | | $ | 833 | | | | | $ | (729) | | | | | | (87.5)% | | |
| | |
Year Ended December 31,
|
| |
Change
|
| ||||||||||||||||||
(in thousands, except for % changes)
|
| |
2020
|
| |
2019
|
| |
$
|
| |
%
|
| ||||||||||||
Other expense, net
|
| | | $ | (26) | | | | | $ | (5) | | | | | $ | (21) | | | | | | 420.0% | | |
| | |
Year Ended December 31,
|
| |||||||||
In thousands
|
| |
2020
|
| |
2019
|
| ||||||
Net cash (used in) provided by: | | | | | | | | | | | | | |
Net cash used in operating activities
|
| | | $ | (32,573) | | | | | $ | (30,708) | | |
Net cash used in investing activities
|
| | | | (461) | | | | | | (1,241) | | |
Net cash provided by financing activities
|
| | | | 37,014 | | | | | | 18,217 | | |
Net increase (decrease) in cash and cash equivalents
|
| | | $ | 3,980 | | | | | $ | (13,732) | | |
(in thousands)
|
| |
Total
|
| |
< 1 Year
|
| |
1 – 3 Years
|
| |
3 – 5 Years
|
| |
> 5 Years
|
| | |||||||||||||||||
Notes payable
|
| | | $ | 1,749 | | | | | | — | | | | | $ | 1,749 | | | | | | — | | | | | | — | | | | | |
Total
|
| | |
$
|
1,749
|
| | | |
|
—
|
| | | |
$
|
1,749
|
| | | |
|
—
|
| | | | | — | | | | | |
|
HighCape
|
| |
New Quantum-Si
|
|
|
Authorized Capital Stock
|
| |||
| Under the Current Charter, HighCape is currently authorized to issue 401,000,000 shares of capital stock, consisting of (a) 400,000,000 shares of common stock, including 380,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock, and (b) 1,000,000 shares of preferred stock. | | |
Under the Proposed Charter, New Quantum-Si will be authorized to issue 628,000,000 shares of capital stock, consisting of (i) 600,000,000 shares of New Quantum-Si Class A common stock, par value $0.0001 per share, (ii) 27,000,000 shares of New Quantum-Si Class B common stock, par value $0.0001 per share, and (iii) 1,000,000 shares of preferred stock, par value $0.0001 per share.
Upon consummation of the Business Combination, based on an assumed Closing Date of May 15, 2021 and Quantum-Si shares outstanding as of February 1, 2021, we expect there will be 115,540,189 shares of New Quantum-Si Class A common stock and 20,070,000 shares of New Quantum-Si Class B common stock (in each case, assuming no redemptions) outstanding. Following consummation of the Business Combination, New Quantum-Si is not expected to have any preferred stock outstanding.
|
|
|
HighCape
|
| |
New Quantum-Si
|
|
|
Rights of Preferred Stock
|
| |||
| Under the Current Charter, the HighCape Board may fix for any series of preferred stock such voting powers, full or limited, or no voting powers, and such preferences, designations, powers and relative, participating, optional or other special rights, if any, of each such series and qualifications, limitations or restrictions thereof, as may be stated in the resolutions of the HighCape Board providing for the issuance of such series. | | | Under the Proposed Charter, the New Quantum-Si Board may fix for any class or series of preferred stock such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as may be stated in the resolutions of the New Quantum-Si Board providing for the issuance of such class or series. | |
|
Number and Qualification of Directors
|
| |||
| Under the Current Charter, the number of directors of HighCape, other than those who may be elected by the holders of one or more series of preferred stock voting separately by class or series, will be fixed from time to time exclusively by the HighCape Board pursuant to a resolution adopted by a majority of the HighCape Board. | | | Under the Proposed Charter, subject to any rights of holders of preferred stock to elect directors under specified circumstances, the number of directors will be fixed from time to time solely pursuant to a resolution adopted by the New Quantum-Si Board, provided, however, that unless approved (i) on or after the outstanding Class B common stock represents less than 50% of the voting power of the shares of capital stock of New Quantum-Si then outstanding and entitled to vote in the election of directors (the ‘‘Voting Threshold Date’’), by the affirmative vote of the holders of at least two-thirds (2∕3) of the voting power of the capital stock of New Quantum-Si or, prior to such time, (ii) by the affirmative vote of the holders of a majority of the voting power of the capital stock of New Quantum-Si the outstanding and entitled to vote in the election of directors, the number of directors shall not exceed nine (9). | |
|
Classification of the Board of Directors
|
| |||
| The Current Charter provides that directors shall be divided into three classes, nearly equal in number as possible and designated as Class I, Class II and Class III. Following the effectiveness of the Current Charter, the term of the initial Class I, Class II and Class III directors shall expire at the first, second and third annual meetings of stockholders, respectively, after which time, the directors will be appointed for three-year terms. | | | The Proposed Charter does not provide for a classified New Quantum-Si Board. All directors will be appointed for one-year terms. | |
|
Election of Directors
|
| |||
| The Current Charter provides that, following the effectiveness of the Current Charter, the HighCape stockholders shall elect Class I directors at the first annual meeting of the stockholders, Class II directors at the second annual meeting of the stockholders and the Class III directors at the third annual meeting of the stockholders. At each succeeding annual meeting of the stockholders of | | | The Proposed Charter provides that New Quantum-Si stockholders shall elect directors for a one-year term continuing until the next annual meeting of New Quantum-Si stockholders or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. | |
|
HighCape
|
| |
New Quantum-Si
|
|
|
HighCape, beginning with the first annual meeting of the stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate, each of the successors elected to replace the class of directors whose term expires at that annual meeting shall be elected for a three-year term or until the election and qualification of the irrespective successors in office, subject to their earlier death, resignation or removal.
Subject to the rights of the holders of any series of preferred stock, the election of directors shall be determined by a plurality of the votes cast by the HighCape stockholders present in person or represented by proxy and entitled to vote thereon at the annual meeting of HighCape stockholders.
|
| | At stockholder meetings for the election of directors, the vote required for election of a director shall, except in a contested election, be the affirmative vote of a majority of the votes cast in favor or against the election of a director nominee. | |
|
Removal of Directors
|
| |||
| The Current Charter provides that, subject to the rights of the holders of any series of preferred stock, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all shares of capital stock then outstanding and entitled to vote generally in the election of directors, voting together as a single class. | | | The Proposed Charter provides that, subject to the rights of the holders of any series of preferred stock, any director or the entire New Quantum-Si Board may be removed from office at any time with or without cause and for any or no reason and immediately upon approval by (i) on or after the Voting Threshold Date, the affirmative vote of the holders of at least two-thirds (2∕3) of the voting power of the capital stock of New Quantum-Si or, prior to the Voting Threshold Date, (ii) the affirmative vote of the holders of a majority of the voting power of the capital stock of New Quantum-Si then outstanding and entitled to vote in the election of directors. | |
|
Voting
|
| |||
|
The Current Charter provides that, except as otherwise required by law or the Current Charter, holders of the HighCape common stock shall exclusively possess all voting power with respect to HighCape. The holders of shares of HighCape common stock shall be entitled to one (1) vote for each such share on each matter properly submitted to the HighCapes stockholders on which the holders of shares of HighCape common stock are entitled to vote.
Except as otherwise required by applicable law, holders of HighCape common stock are not entitled to vote on any amendment to the Current Charter that relates solely to the terms of one or more outstanding series of HighCape preferred stock if the holders of such affected series of HighCape preferred stock are entitled exclusively, either separately or together with the holders of one or more other such series, to vote thereon.
|
| | The Proposed Charter provides that, except as otherwise required by applicable law, holders of New Quantum-Si Class A common stock will be entitled to cast one (1) vote per share of New Quantum-Si Class A common stock, while holders of New Quantum-Si Class B common stock will be entitled to cast twenty (20) votes per share of New Quantum-Si Class B common stock. Holders of New Quantum-Si common stock shall at all times vote together as a single class on all matters (including the election of directors) submitted to a vote of the New Quantum-Si stockholder generally, be entitled to note of any New Quantum-Si stockholders’ meeting in accordance with the Proposed Charter and be entitled to vote upon such matters and in such manner as may be provided by applicable law; provided, however, that except as otherwise required by applicable law, holders of New Quantum-Si common stock shall not be entitled to vote on any amendment to the Proposed | |
|
HighCape
|
| |
New Quantum-Si
|
|
| | | | Charter that relates solely to the terms of one or more outstanding series of New Quantum-Si preferred stock if the holders of such affected series of New Quantum-Si preferred stock are exclusively entitled to vote thereon. | |
|
Cumulative Voting
|
| |||
| Delaware law allows for cumulative voting only if provided for in the Current Charter; however, the Current Charter does not authorize cumulative voting. | | | Delaware law allows for cumulative voting only if provided for in the Proposed Charter; however, the Proposed Charter does not authorize cumulative voting. | |
|
Vacancies on the Board of Directors
|
| |||
|
The Current Charter provides that, subject to the rights of the holders of any series of preferred stock, newly created directorships resulting from an increase in the number of directors and any vacancies on the HighCape Board resulting from death, resignation, retirement, disqualification, removal or other cause are filled by a majority vote of the remaining directors then in office, even if less than a quorum or by a sole remaining director (and not by stockholders).
Any director so chosen will hold office for the remainder of the one-year term and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.
|
| | The Proposed Charter provides that, subject to the rights of the holders of any series of preferred stock, newly created directorships resulting from an increase in the number of directors and any vacancies on the New Quantum-Si Board may be filled by (i) prior to the Voting Threshold Date, (x) if the number of directors fixed pursuant to the Proposed Charter does not exceed nine (9), by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director, or by the stockholders of New Quantum-Si having a majority in voting power of the shares of capital stock of New Quantum-Si that would be entitled to vote in the election of directors at an annual meeting of New Quantum-Si stockholders, and (y) if the number of directors fixed pursuant to the Proposed Charter exceeds nine (9), solely by the stockholders of New Quantum-Si with the majority in voting power of the shares of capital stock of New Quantum-Si that would be entitled to vote in the election of directors at an annual meeting of stockholders; or (ii) on or after the Voting Threshold Date, solely by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. | |
|
HighCape
|
| |
New Quantum-Si
|
|
|
Special Meeting of the Board of Directors
|
| |||
| The HighCape Bylaws provide that special meetings of the HighCape Board may be called by the Chairman of the HighCape Board or President and shall be called by the Chairman of the HighCape Board, President or Secretary on the written request of at least a majority of directors then in office or the sole director. | | | The New Quantum-Si Bylaws provide that special meetings of the New Quantum-Si Board may be called by the Chairperson of the New Quantum-Si Board, the Chief Executive Officer, the affirmative vote of a majority of the directors then in office or by one director in the event there is only a single director in office. | |
|
Stockholder Action by Written Consent
|
| |||
|
Under the Current Charter, any action required or permitted to be taken by the HighCape stockholders must be effected by a duly called annual or special meeting of the stockholders, except that holders of HighCape Class B common stock may take action by written consent in lieu of taking action at a meeting of the stockholders, and other than what may otherwise be provided for pursuant to the Current Charter relating to the rights of the holders of any outstanding series of preferred stock.
Under HighCape’s Bylaws, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of such stockholders, may be taken by written consent in lieu of taking action at a meeting of stockholders if such consent sets forth the action so taken, is signed by the holders of outstanding stock entitled to vote on such matters having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and is delivered to HighCape’s registered office in Delaware, its principal place of business or an officer or agent of HighCape having custody of the book in which proceedings of meetings of stockholders are recorded.
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| | Under the Proposed Charter, subject to the rights of the holders of any series of preferred stock, any action required or permitted to be taken by the New Quantum-Si must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders; provided, however, prior to the Voting Threshold Date, any action required or permitted to be taken at any annual or special meeting of New Quantum-Si stockholders, may be taken by written consent in lieu of taking action at a meeting of the stockholders, if such written consent is signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on such matter were present and voted. | |
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Amendment to Certificate of Incorporation
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| Pursuant to Delaware law, the Current Charter requires the approval of the HighCape Board and an affirmative vote of the holders of at least a majority of the combined voting power of the then outstanding shares of voting stock, voting together as a single class; except that Article IX of the Current Charter, relating to business combination requirements, may not be amended prior to the consummation of the initial business combination unless approved by the affirmative vote of the holders of at least 65% of all then outstanding shares of the HighCape common stock. | | | Pursuant to Delaware law, the Proposed Charter requires the approval of the New Quantum-Si Board and an affirmative vote of the holders of at least a majority of the combined voting power of the then outstanding shares of voting stock, voting together as a single class; except that, so long as any shares of New Quantum-Si Class B common stock remain outstanding, the New Quantum-Si shall not, without the prior affirmative vote of the holders of two-thirds (2∕3) of the outstanding shares of New Quantum-Si Class B common stock, voting as a separate class, in addition to any other vote required by applicable law or the Proposed Charter, amend | |
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the Proposed Charter (1) in a manner that is inconsistent with, or that otherwise alters or changes, any of the voting, conversion, dividend or liquidation provisions of the shares of New Quantum-Si Class B common stock or other rights, powers, preferences or privileges of the shares of Class B common stock, (2) to provide for each share of New Quantum-Si Class A common stock or preferred stock to have more than one (1) vote per share or any rights to a separate class vote of the holders of shares of New Quantum-Si Class A common stock other than as provided by the Proposed Charter or required by the DGCL, or (3) to otherwise adversely impact or affect the rights, powers, preferences or privileges of the shares of New Quantum-Si Class B common stock in a manner that is disparate from the manner in which it affects the rights, powers, preferences or privileges of the shares of New Quantum-Si Class A common stock; provided further, that so long as any shares of New Quantum-Si Class A common stock remain outstanding, the prior affirmative vote of the holders of a majority of the outstanding shares of New Quantum-Si Class A common stock, voting as a separate class, in addition to any other vote required by applicable law or the Proposed Charter, is required to amend the Proposed Charter (1) in a manner that is inconsistent with, or that otherwise alters or changes the powers, preferences, or special rights of the shares of New Quantum-Si Class A common stock so as to affect them adversely; or (2) to provide for each share of New Quantum-Si Class B common stock to have more than twenty (20) votes per share or any rights to a separate class vote of the holders of shares of New Quantum-Si Class B common stock other than as provided by the Proposed Charter or required by the DGCL.
Amending the Proposed Charter to modify a provision providing for specific approval requirements by the New Quantum-Si stockholders (or any class of capital stock of the New Quantum-Si) must be approved by the greater of (i) the specific approval requirement by the New Quantum-Si stockholders contemplated in such provision or (ii) the approval requirements generally required to amend the Proposed Charter.
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Amendment of the Bylaws
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| The Current Charter provides that the HighCape Board is expressly authorized to adopt, amend, alter or repeal HighCape’s Bylaws by the affirmative vote of a majority of the HighCape Board. The Bylaws may also be adopted, amended, altered or repealed | | | The Proposed Charter provides that the New Quantum-Si Board is expressly authorized to adopt, alter, amend or repeal the New Quantum-Si Bylaws by the affirmative vote of a majority of the directors present at any annual or special meeting of the New | |
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HighCape
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New Quantum-Si
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| by the HighCape stockholders representing a majority of the voting power of all of the shares of capital stock of HighCape then outstanding and entitled to vote generally in the election of directors, voting together as a single class. | | |
Quantum-Si Board at which a quorum is present in any manner not inconsistent with Delaware law or the Proposed Charter.
The New Quantum-Si stockholders are permitted to adopt, amend, alter or repeal any provision of the Bylaws only if such action is approved (i) prior to the Voting Threshold Date, by the holders of a majority in voting power of the shares of capital stock of New Quantum-Si that would then be entitled to vote in the election of directors at an annual meeting of stockholders, or (ii) if on or after the Voting Threshold Date, by the holders of two-thirds (2∕3) of the voting power of the shares of capital stock of New Quantum-Si that would then be entitled to vote in the election of directors at an annual meeting of stockholders.
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Quorum
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Board of Directors. The HighCape Bylaws provide that a majority of the HighCape Board constitutes a quorum at any meeting of the HighCape Board.
Stockholders. The HighCape Bylaws provide that the presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock representing a majority of the voting power of all outstanding shares of capital stock entitled to vote at such meeting constitutes a quorum; except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing a majority of the voting power of the outstanding shares of such class or series will constitute a quorum.
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Board of Directors. The New Quantum-Si Bylaws provide that the greater of (i) a majority of directors at any time in office and (ii) one-third (1∕3) of the number of directors established by the New Quantum-Si Board pursuant to Section 2.2 of the New Quantum-Si Bylaws, relating to the number of directors constituting the New Quantum-Si Board, shall constitute a quorum at any meeting of the New Quantum-Si Board.
Stockholders. The New Quantum-Si Bylaws provide that the presence, in person or by proxy, at a stockholders meeting of the holders of shares of issued and outstanding capital stock of New Quantum-Si representing a majority in the voting power of all issued and outstanding shares of capital stock of New Quantum-Si entitled to vote at such meeting will constitute a quorum; except that where a separate vote by a class or classes of capital stock is required, the holders of a majority in voting power of the shares of such class and entitled to vote on such matter, present in person or represented by proxy, will constitute a quorum.
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Corporate Opportunity
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| Under the Current Charter, to the extent permitted by law, HighCape renounces any expectancy that any of the HighCape directors or officers will offer any corporate opportunity in which he or she may become aware to HighCape, except with respect to any of the directors or officers of HighCape with respect to a corporate opportunity that was offered to such person solely in his or her capacity as a director or officer of HighCape and (i) such opportunity is one that HighCape is legally and | | | Under the Proposed Charter, New Quantum-Si renounces any interest or expectancy of New Quantum-Si in, or in being offered an opportunity to participate in, any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, any director of New Quantum-Si who is not an employee of New Quantum-Si or any of its subsidiaries, unless such matter, transaction or interest is presented to, or acquired, created or | |
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| contractually permitted to undertake and would otherwise be reasonable for HighCape to pursue and (ii) to the extent the director or officer is permitted to refer that opportunity to HighCape without violating another legal obligation. | | | developed by, or otherwise comes into the possession of, such person expressly and solely in such person’s capacity as a director of New Quantum-Si. | |
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Special Stockholder Meetings
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| The HighCape Bylaws provide that, subject to the rights of the holders of any series of preferred stock, a special meeting of stockholders may be called by the Chairman of the HighCape Board, Chief Executive Officer of HighCape, or the HighCape Board pursuant to a resolution adopted by a majority of the members of the HighCape Board then in office. | | | The New Quantum-Si Bylaws provide Special meetings of the New Quantum-Si stockholders may be called at any time by the New Quantum-Si Board, the Chairperson of the New Quantum-Si Board or the Chief Executive Officer of New Quantum-Si; provided that until such time as no New Quantum-Si Class B common stock is outstanding, special meetings of stockholders may be called for any purpose or purposes by or at the request of New Quantum-Si stockholders collectively by, (i) prior to the Voting Threshold Date, the holders of a majority in voting power of the shares of capital stock of New Quantum-Si that would then be entitled to vote in the election of directors at an annual meeting of stockholders, or (ii) if on or after the Voting Threshold Date, by the holders of two-thirds (2∕3) of the voting power of the shares of capital stock of New Quantum-Si that would then be entitled to vote in the election of directors at an annual meeting of stockholders. | |
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Notice of Stockholder Meetings
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The HighCape Bylaws provide that written notice stating the place, if any, date and time of each meeting of the HighCape stockholders, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting and the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) must be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, unless otherwise required by the DGCL.
Whenever notice is required to be given to any HighCape stockholder, such notice may be given
(i) in writing and sent either by hand delivery, through the United States mail, or by a nationally recognized overnight delivery service for next day delivery, or (ii) by means of a form of electronic transmission consented to by the stockholder, to the extent permitted by, and subject to the conditions set forth in Section 232 of the DGCL. |
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The New Quantum-Si Bylaws provide that, notice stating the place, if any, date and time of each meeting (whether annual or special) of the HighCape stockholders, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting and the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) must be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the New Quantum-Si stockholders entitled to notice of the meeting, unless otherwise required by the DGCL. The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called.
Without limiting the manner by which notice otherwise may be given to New Quantum-Si stockholders, any notice to New Quantum-Si
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HighCape
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New Quantum-Si
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Stockholder Proposals (Other than Nomination of Persons for Election as Directors)
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The HighCape Bylaws provide that no business may be transacted at an annual meeting of HighCape stockholders, other than business that is either (i) specified in HighCape’s notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise properly brought before the annual meeting by or at the direction of the HighCape Board or (iii) otherwise properly brought before the annual meeting by any HighCape stockholder: (x) who is a stockholder of record entitled to vote at such annual meeting on the date of the giving of the required notice and on the record date for the determination of stockholders entitled to vote at such annual meeting; and (y) who complies with the notice procedures set forth in the HighCape Bylaws.
The HighCape stockholder must (i) give timely notice thereof in proper written form to the Secretary of HighCape and (ii) the business must be a proper matter for stockholder action. To be timely, a HighCape stockholder’s notice must be received by the Secretary at the principal executive offices of HighCape not later than the close of business on the ninetieth (90th) day nor earlier than the opening of business on the one-hundred twentieth (120th) day before the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that the annual meeting is more than
thirty (30) days before or more than sixty (60) days after such anniversary date, notice must be delivered not earlier than the close of business on the one hundred twentieth (120th) day before the meeting and not later than the later of (x) the close of business on the ninetieth (90th) day before the meeting or (y) the close of business on the tenth (10th) day following the day on which public announcement of the date of the annual meeting, is first made by HighCape. The public announcement of an adjournment of an annual meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice. Additionally, the stockholder must provide information pursuant to the advance notice provisions in the HighCape Bylaws. |
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The New Quantum-Si Bylaws provide that no business may be transacted at an annual meeting of New Quantum-Si stockholders, other than business that is either (i) specified in New Quantum-Si notice of meeting given by or at the director of the New Quantum-Si Board or any duly authorized committee thereof, (ii) otherwise properly brought before the annual meeting by or at the direction of the New Quantum-Si Board or any duly authorized committee thereof or (iii) otherwise properly brought before the annual meeting by any New Quantum-Si stockholder: (1)(x) who was a stockholder of record of the New Quantum-Si both at the time of giving the notice and at the time of the meeting; (y) is entitled to vote at the meeting; and (z) who complies with the notice procedures set forth in the New Quantum Bylaws; or (2) properly made such proposal in compliance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended.
The New Quantum-Si stockholder must (i) give timely notice thereof in proper written form to the Secretary of New Quantum-Si and (ii) provide any updates or supplements to such notice at the times and in the forms required by the New Quantum-Si Bylaws. To be timely, a stockholder’s notice must be received at the principal executive offices of New Quantum-Si not less than ninety (90) or more than one hundred twenty (120) days prior to the one-year anniversary of the preceding year’s annual meeting; provided, however, if the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, the notice must be delivered not later than the ninetieth (90th) day prior to such annual meeting or, if later, the tenth (10th) day following the day on which public disclosure of such meeting was first made. The public announcement of an adjournment or postponement of an annual meeting will not commence a new time period (or extend any time period) for the giving of a stockholder’s notice. Additionally, the stockholder must provide information pursuant to the advance notice provisions in the New Quantum-Si Bylaws.
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Stockholder Nominations of Persons for Election as Directors
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| The HighCape Bylaws provide that nominations of persons for election to the HighCape Board at any | | | The New Quantum-Si Bylaws provide that nominations of persons for election to the New | |
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annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors as set forth in HighCape’s notice of such special meeting may be made: (i) by or at the direction of the HighCape Board or (ii) by any stockholder of HighCape who is a stockholder of record entitled to vote in the election of directors on the date of the giving of the notice required (as described below) and on the record date for the determination of stockholders entitled to vote at such meeting and who complies with the notice procedures set forth in the HighCape Bylaws.
The HighCape stockholder must give timely notice in proper written form to the Secretary of HighCape. To give timely notice, a stockholder’s notice must be given to the Secretary of HighCape at the principal executive offices of HighCape (i) in the case of an annual meeting, not later than the close of business on the ninetieth (90th) day nor earlier than the opening of business on the one hundred twentieth (120th) day before the anniversary date of the immediately preceding the annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the stockholder to be timely must be so received not earlier than the close of business on the one hundred twentieth (120th)day before the meeting and not later than the later of (x) the close of business on the ninetieth (90th) day before the meeting or (y) the close of business on the tenth (10th) day following the day on which public announcement of the date of the annual meeting was first made by HighCape; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which public announcement of the date of the special meeting is first made. Additionally, to be in proper form, thestockholder must provide information pursuant to the advance notice for nomination of director provisions in the HighCape Bylaws.
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Quantum-Si Board at any annual meeting of stockholders, or at any special meeting for the purpose of electing directors as set forth in New Quantum-Si’s notice of such special meeting, may be made: (i) by or at the directoion of the Board or a duly authorized committee thereof; or (ii) by any stockholder of New Quantum-Si who: (A) complies with the notice procedures set forth in the New Quantum-Si Bylaws; and (B) is a stockholder of record on the date of the giving of the required notice (as described below) and on the record date for the determination of stockholders entitled to vote at such meeting.
The New Quantum-Si Stockholder must give timely notice in proper written form to the Secretary of New Quantum-Si. To be timely, a stockholder’s notice must be received by the Secretary at the principal executive offices of New Quantum-Si: (i) in the case of an annual meeting, not less than ninety (90) days nor more than one hundred twenty (120) days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the annual meeting is more than thirty (30) days,or delayed by more than seventy (70) days from such anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so received not earlier than the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of (A) the ninetieth (90th) day prior to such annual meeting and (B) the tenth (10th) day following the day on which public announcement of the date of the annual meeting is first made; or (ii) in the case of an election of directors at a special meeting for the election of directors (provided that the nomination made by the stockholder is one of the director positions that New Quantum-Si’s notice of meeting states will be filled at such special meeting), not earlier than the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of (x) the ninetieth (90th) day prior to such special meeting and (y) the tenth (10th) day following the day on which public announcement of the date of the special meeting is first made.
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Limitation of Liability of Directors and Officers
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| The DGCL permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of the duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal | | | The DGCL permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of the duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal | |
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benefit.
The Current Charter provides that no director will be personally liable, except to the extent an exemption from liability or limitation is not permitted under the DGCL as the same exists or may hereafter be amended, unless a director violated his or her duty of loyalty to HighCape or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from his or her actions as a director.
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benefit.
The Proposed Charter provides that no director will be personally liable, except to the extent an exemption from liability or limitation is not permitted under the DGCL, as the same exists or may hereafter be amended, unless a director violated his or her duty of loyalty to New Quantum-Si or its stockholders, performed acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, pursuant to Section 174 of the DGCL, or for any transaction from which the director derived an improper personal benefit.
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Indemnification of Directors, Officers, Employees and Agents
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The DGCL generally permits a corporation to indemnify its directors and officers acting in good faith. Under the DGCL, the corporation through its stockholders, directors or independent legal counsel, will determine that the conduct of the person seeking indemnity conformed with the statutory provisions governing indemnity.
The Current Charter and the HighCape Bylaws provide that, to the fullest extent permitted by applicable law, HighCape will indemnify each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any proceeding by reason of the fact that he or she is or was a director or officer of HighCape or, while a director or officer of HighCape, is or was serving at the request of HighCape as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise or nonprofit entity, including service with respect to an employee benefit plan. HighCape shall, to the fullest extent not prohibited by applicable law, pay the expenses (including attorneys’ fees) incurred.
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The DGCL generally permits a corporation to indemnify its directors and officers acting in good faith. Under the DGCL, the corporation through its stockholders, directors or independent legal counsel, will determine that the conduct of the person seeking indemnity conformed with the statutory provisions governing indemnity.
The Proposed Charter and the New Quantum-Si Bylaws provide that, to the fullest extent permitted by applicable law, New Quantum-Si may indemnify and advance expenses to any person made or threatened to be made a party to a proceeding by reason of the fact that the person is or was a director, officer, employee or agent of New Quantum-Si, or is or was serving at the request of New Quantum-Si as a director, officer, employee or agent of another corporation, partnership, joint venture or other enterprise.
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Dividends
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| Unless further restricted in the certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. In addition, the DGCL provides that a | | | Unless further restricted in the certificate of incorporation, the DGCL permits a corporation to declare and pay dividends out of either (i) surplus, or (ii) if no surplus exists, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year (provided that the amount of capital of the corporation is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets). The DGCL defines surplus as the excess, at any time, of the net assets of a corporation over its stated capital. | |
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corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase would not cause any impairment of the capital of a corporation.
The Current Charter provides that, subject to applicable law and the rights, if any, of outstanding shares of preferred stock and Article IX of the Current Charter, relating to business combination requirements, the holders of shares of HighCape common stock shall be entitled to receive dividends and other distributions (payable in cash, property, or capital stock of HighCape) when, as, and if declared by the HighCape Board from time to time out of any assets or funds of HighCape legally available thereof, and shall share equally on a per share basis in such dividends and distributions.
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In addition, the DGCL provides that a corporation may redeem or repurchase its shares only when the capital of the corporation is not impaired and only if such redemption or repurchase would not cause any impairment of the capital of a corporation.
The Proposed Charter provides that, with limited exceptions in the case of certain stock dividends or disparate dividends approved by the affirmative vote of the holders of a majority of the New Quantum-Si Class A common stock and New Quantum-Si Class B common stock, each voting separately as a class, the holders of shares of New Quantum-Si common stock shall be entitled to receive dividends or distributions when, as and if declared by the New Quantum-Si Board from time to time out of any assets of New Quantum-Si legally available thereof, and shall be treated equally, identically, and ratably, on a per share basis in such dividends or distributions.
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Liquidation
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The Current Charter provides that, subject to applicable law, the rights, if any, of the holders of any outstanding shares of preferred stock, and Article IX of the Current Charter, relating to business combination requirements, following the payment or provision for payment of the debts and other liabilities of HighCape in the event of an voluntary or involuntary liquidation, dissolution, or
winding up of HighCape, the holders of shares of HighCape common stock shall be entitled to receive all the remaining assets of HighCape available for distribution to its stockholders, ratably in proportion to the number of shares of HighCape common stock held by them. |
| | The Proposed Charter provides that, subject to applicable law, the rights, if any, of any holders of outstanding shares of preferred stock, following the payment or provisions for payment of debts and other liabilities of New Quantum-Si in the event of any voluntary or involuntary liquidation, dissolution or winding up of New Quantum-Si, holders of New Quantum-Si common stock will be entitled to receive ratably all the remaining assets of New Quantum-Si available for distribution to its stockholders unless disparate or different treatment of the shares of each such class with respect to such distributions is approved by the affirmative vote of the holders of a majority of the outstanding shares of New Quantum-Si common stock, each voting separately as a class. | |
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Anti-Takeover Provisions and Other Stockholder Protections
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| The anti-takeover provisions and other stockholder protections in the Current Charter include a staggered board, a prohibition on stockholder action by written consent (subject to exceptions, described above under “Stockholder Action by Written Consent”) and blank check preferred stock. In addition, under the Current Charter, HighCape is subject to Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in a “business combination” with an “interested stockholder” (i.e. a stockholder owning 15% or more of HighCape voting stock) for three years following the time that the “interested stockholder” becomes such, subject to certain exceptions. | | | The anti-takeover provisions and other stockholder protections included in the Proposed Charter include a prohibition on stockholder action by written consent and blank check preferred stock. In addition, under the Proposed Charter, New Quantum-Si is subject to Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in a “business combination” with an “interested stockholder” (i.e. a stockholder owning 15% or more of HighCape voting stock) for three years following the time that the “interested stockholder” becomes such, subject to certain exceptions. | |
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Preemptive Rights
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| There are no preemptive rights relating to the HighCape common stock. | | | There are no preemptive rights relating to the shares of New Quantum-Si common stock. | |
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Fiduciary Duties of Directors
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Under Delaware law, the standards of conduct for directors have developed through Delaware court case law. Generally, directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. Members of the board of directors or any committee designated by the board of directors are similarly entitled to rely
in good faith upon the records of the corporation and upon such information, opinions, reports and statements presented to the corporation by corporate officers, employees, committees of the board of directors or other persons as to matters such member reasonably believes are within such other person’s professional or expert competence, provided that such other person has been selected with reasonable care by or on behalf of the corporation. Such appropriate reliance on records and other information protects directors from liability related to decisions made based on such records and other information.
The HighCape Bylaws provide that the HighCape Board may exercise all such powers of HighCape and do all such lawful acts and things as are not by statute or the Current Charter or the HighCape Bylaws directed or required to be exercised or done solely by stockholders.
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Under Delaware law, the standards of conduct for directors have developed through Delaware court case law. Generally, directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. Members of the board of directors or any committee designated by the board of directors are similarly entitled to rely in good faith upon the records of the corporation and upon such information, opinions, reports and statements presented to the corporation by corporate officers, employees, committees of the board of directors or other persons as to matters such member reasonably believes are within such other person’s professional or expert competence, provided that such other person has been selected with reasonable care by or on behalf of the corporation. Such appropriate reliance on records and other information protects directors from liability related to decisions made based on such records and other information.
The New Quantum-Si Board may exercise all such authority and powers of New Quantum-Si and do all such lawful acts and things as are not by statute or the Proposed Charter or the New Quantum-Si Bylaws directed or required to be exercised or done solely by the stockholders.
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Inspection of Books and Records
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| Under the DGCL, any stockholder or beneficial owner has the right, upon written demand under oath stating the proper purpose thereof, either in person or by attorney or other agent, to inspect and make copies and extracts from the corporation’s stock ledger, list of stockholders and its other books and records for a proper purpose during the usual hours for business. The HighCape Bylaws permit HighCape’s books and records to be kept within or outside Delaware, and at such places as may from time to time be designated by the HighCape Board. | | | Under the DGCL, any stockholder or beneficial owner has the right, upon written demand under oath stating the proper purpose thereof, either in person or by attorney or other agent, to inspect and make copies and extracts from the corporation’s stock ledger, list of stockholders and its other books and records for a proper purpose during the usual hours for business. | |
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Choice of Forum
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| The Current Charter provides that, subject to limited exceptions, the Court of Chancery of the State of Delaware as the sole and exclusive forum for any; (i) derivative action or proceeding brought on behalf of HighCape; (ii) action asserting a claim of breach of a fiduciary duty owed by any director, | | | The Proposed Charter provides that, subject to limited exemptions, the Court of Chancery of the State of Delaware as the sole and exclusive forum for any: (i) derivative action or proceeding brought on behalf of New Quantum-Si; (ii) action asserting a claim of breach of a fiduciary duty owed by, or | |
|
HighCape
|
| |
New Quantum-Si
|
|
| officer, employee or agent of HighCape to HighCape or the HighCape stockholders, or any claim for aiding and abetting such alleged breach; (iii) action asserting a claim against HighCape, its directors, officers or employees arising pursuant to any provision of the DGCL or the Current Charter or the HighCape Bylaws; or (iv) action asserting a claim against HighCape, its directors, officers, or employees governed by the internal affairs doctrine, and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to (i) the personal jurisdiction of the state and federal courts within Delaware and (ii) service of process on such stockholder’s counsel. In addition, notwithstanding anything to the contrary in the foregoing, the federal district courts of the United States are the exclusive forum for the resolution of any action, suit or proceeding asserting a cause of action under the Securities Act. The exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Exchange Act. | | | any other wrongdoing by, any current or former director, officer, other employee, or stockholder of New Quantum-Si; (iii) action asserting a claim against New Quantum-Si arising pursuant to any provision of the DGCL, the Proposed Charter, or New Quantum-Si’s Bylaws; (iv) action to interpret, apply, enforce, or determine the validity of any provisions in the Proposed Charter or New Quantum-Si’s Bylaws; or (v) action asserting a claim governed by the internal affairs doctrine, and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to (a) the personal jurisdiction of the state and federal courts within Delaware and (b) service of process on such stockholder’s counsel. In addition, notwithstanding anything to the contrary in the foregoing, the federal district courts of the United States are the exclusive forum for the resolution of any action, suit or proceeding asserting a cause of action under the Securities Act. The exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Exchange Act. | |
|
Transfer of Stock
|
| |||
|
The HighCape Bylaws provide that HighCape stockholders may transfer HighCape shares, and HighCape shall register the requested transfer, if a certificate representing HighCape shares is presented to HighCape with an endorsement requesting the registration of transfer of such shares, certified or uncertified, according to the method specified in the HighCape bylaws. Whenever any transfer of HighCape shares has been made for collateral security and not absolutely, HighCape shall record such fact in the entry of transfer if, when the certificate is presented (or if uncertified, when instructions for registration) to HighCape, both the transferor and transferee request HighCape to do so.
Under the HighCape Bylaws, HighCape has the right to restrict the transfer or registration of transfer of HighCape shares if permitted by the DGCL and noted conspicuously on the certificate representing such HighCape shares, but any such restriction is in effective against a person without actual knowledge of such restriction, except in certain circumstances.
|
| | The New Quantum-Si Bylaws provide that the transfer of shares of New Quantum-Si common stock shall be made only upon the transfer books of New Quantum-Si or by transfer agents designated to transfer such shares of New Quantum-Si common stock. | |
| | |
Before the Business Combination
|
| |
After the Business Combination
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Assuming No Redemption
|
| |
Assuming Maximum Redemption
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name and Address of Beneficial Owner
|
| |
Number of
shares of HighCape common stock |
| |
%**
|
| |
% of
Total Voting Power** |
| |
Number of
shares of New Quantum-Si Class A Common Stock |
| |
%**
|
| |
Number of
shares of New Quantum-Si Class B Common Stock |
| |
%**
|
| |
% of
Total Voting Power** |
| |
Number of
shares of New Quantum-Si Class A Common Stock |
| |
%**
|
| |
Number of
shares of New Quantum-Si Class B Common Stock |
| |
%**
|
| |
% of
Total Voting Power** |
| |||||||||||||||||||||||||||||||||||||||
Directors and Executive Officers of HighCape Before the Business Combination
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Kevin Rakin(1)(2)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,901,000 | | | | | | 1.6% | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,901,000 | | | | | | 1.8% | | | | | | — | | | | | | — | | | | | | * | | |
Matt Zuga(1)(3)
|
| | | | 3,190,000 | | | | | | 21.6% | | | | | | 21.6% | | | | | | 4,294,750 | | | | | | 3.7% | | | | | | — | | | | | | — | | | | | | * | | | | | | 4,294,750 | | | | | | 4.1% | | | | | | — | | | | | | — | | | | | | * | | |
David Colpman(1)
|
| | | | 30,000 | | | | | | * | | | | | | * | | | | | | 30,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 30,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Antony Loebel(1)
|
| | | | 30,000 | | | | | | * | | | | | | * | | | | | | 30,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 30,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Robert Taub(1)
|
| | | | 30,000 | | | | | | * | | | | | | * | | | | | | 30,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 30,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
All Directors and Executive Officers of HighCape as a Group (5 Individuals)
|
| | | | 3,280,000 | | | | | | 22.2% | | | | | | 22.2% | | | | | | 4,484,750 | | | | | | 3.9% | | | | | | — | | | | | | — | | | | | | * | | | | | | 4,484,750 | | | | | | 4.3% | | | | | | — | | | | | | — | | | | | | * | | |
| | |
Before the Business
Combination |
| |
After the Business Combination
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Assuming No Redemption
|
| |
Assuming Maximum Redemption
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name and Address of Beneficial Owner
|
| |
Number of
shares of HighCape common stock |
| |
%**
|
| |
% of
Total Voting Power** |
| |
Number of
shares of New Quantum-Si Class A Common Stock |
| |
%**
|
| |
Number of
shares of New Quantum-Si Class B Common Stock |
| |
%**
|
| |
% of
Total Voting Power** |
| |
Number of
shares of New Quantum-Si Class A Common Stock |
| |
%**
|
| |
Number of
shares of New Quantum-Si Class B Common Stock |
| |
%**
|
| |
% of
Total Voting Power** |
| |||||||||||||||||||||||||||||||||||||||
Directors and Executive Officers of New Quantum-Si After Consummation of the Business Combination
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Jonathan M. Rothberg, Ph.D.(4)(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 14,492,855 | | | | | | 12.5% | | | | | | 20,070,000 | | | | | | 100% | | | | | | 80.5% | | | | | | 14,492,855 | | | | | | 13.8% | | | | | | 20,070,000 | | | | | | 100% | | | | | | 82.1% | | |
John Stark(4)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael P. McKenna, Ph.D.(4)(6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 802,800 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 802,800 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Matthew Dyer, Ph.D.(4)(7)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 498,202 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 498,202 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Christian LaPointe, Ph.D.(4)(8)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 50,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 50,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Marijn Dekkers, Ph.D.(4)(9)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 500,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 500,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Ruth Fattori(4)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Brigid A. Makes(4)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael Mina, M.D., Ph.D.(4)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Ruth Fattori(4)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kevin Rakin(1)(2)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,901,000 | | | | | | 1.6% | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,901,000 | | | | | | 1.8% | | | | | | — | | | | | | — | | | | | | * | | |
James Tananbaum, M.D.(10)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 8,438,413 | | | | | | 7.3% | | | | | | — | | | | | | — | | | | | | 1.6% | | | | | | 8,438,413 | | | | | | 8.0% | | | | | | — | | | | | | — | | | | | | 1.7% | | |
All Directors and Executive Officers of New Quantum-Si as a Group (12 Individuals)(11)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 26,683,270 | | | | | | 23.0% | | | | | | 20,070,000 | | | | | | 100.0% | | | | | | 82.7% | | | | | | 26,683,270 | | | | | | 25.3% | | | | | | 20,070,000 | | | | | | 100.0% | | | | | | 84.5% | | |
Five Percent Holders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Jonathan M. Rothberg(4)(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 14,492,855 | | | | | | 12.5% | | | | | | 20,070,000 | | | | | | 100% | | | | | | 80.5% | | | | | | 14,492,855 | | | | | | 13.8% | | | | | | 20,070,000 | | | | | | 100% | | | | | | 82.1% | | |
The Rothberg Family Fund I, LLC(4)(12)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 11,244,419 | | | | | | 9.7% | | | | | | — | | | | | | — | | | | | | 2.2% | | | | | | 11,244,419 | | | | | | 10.7% | | | | | | — | | | | | | — | | | | | | 2.2% | | |
Foresite Capital(10)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 8,438,413 | | | | | | 7.3% | | | | | | — | | | | | | — | | | | | | 1.6% | | | | | | 8,438,413 | | | | | | 8.0% | | | | | | — | | | | | | — | | | | | | 1.7% | | |
| | |
Before the Business
Combination |
| |
After the Business Combination
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Assuming No Redemption
|
| |
Assuming Maximum Redemption
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name and Address of Beneficial Owner
|
| |
Number of
shares of HighCape common stock |
| |
%**
|
| |
% of
Total Voting Power** |
| |
Number of
shares of New Quantum-Si Class A Common Stock |
| |
%**
|
| |
Number of
shares of New Quantum-Si Class B Common Stock |
| |
%**
|
| |
% of
Total Voting Power** |
| |
Number of
shares of New Quantum-Si Class A Common Stock |
| |
%**
|
| |
Number of
shares of New Quantum-Si Class B Common Stock |
| |
%**
|
| |
% of
Total Voting Power** |
| |||||||||||||||||||||||||||||||||||||||
HighCape Capital Acquisition LLC(1)(3)
|
| | | | 3,190,000 | | | | | | 21.6% | | | | | | 21.6% | | | | | | 2,493,750 | | | | | | 2.2% | | | | | | — | | | | | | — | | | | | | * | | | | | | 2,493,750 | | | | | | 2.4% | | | | | | — | | | | | | — | | | | | | * | | |
Linden Advisors LP(13)
|
| | | | 700,000 | | | | | | 4.7% | | | | | | 4.7% | | | | | | 700,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 700,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Deerfield Partners, L.P.(14)
|
| | | | 1,000,000 | | | | | | 6.8% | | | | | | 6.8% | | | | | | 1,400,000 | | | | | | 1.2% | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,400,000 | | | | | | 1.3% | | | | | | — | | | | | | — | | | | | | * | | |
Radcliffe Capital Management, L.P.(15)
|
| | | | 600,000 | | | | | | 4.1% | | | | | | 4.1% | | | | | | 600,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 600,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Glenview Capital Management, LLC(16)
|
| | | | 1,033,739 | | | | | | 7.0% | | | | | | 7.0% | | | | | | 7,033,739 | | | | | | 6.1% | | | | | | — | | | | | | — | | | | | | 1.4% | | | | | | 7,033,739 | | | | | | 6.7% | | | | | | — | | | | | | — | | | | | | 1.4% | | |
|
Name
|
| |
Age
|
| |
Position
|
|
Executive Officers: | | | | | | | |
John Stark | | |
47
|
| | Chief Executive Officer and Director | |
Michael P. McKenna, Ph.D. | | |
58
|
| | President and Chief Operating Officer | |
Matthew Dyer, Ph.D. | | |
39
|
| | Chief Business Officer | |
Christian LaPointe, Ph.D. | | |
50
|
| | General Counsel and Corporate Secretary | |
Non-Employee Directors: | | | | | | | |
Jonathan M. Rothberg, Ph.D. | | |
57
|
| | Executive Chairman of the Board | |
Marijn Dekkers, Ph.D. | | |
63
|
| | Director | |
Ruth Fattori | | |
68
|
| | Director | |
Brigid A. Makes | | |
65
|
| | Director | |
Michael Mina, M.D., Ph.D. | | |
37
|
| | Director | |
Kevin Rakin | | |
60
|
| | Director | |
James Tananbaum, M.D. | | |
57
|
| | Director | |
Name and Position
|
| |
Year
|
| |
Salary ($)
|
| |
Bonus
($) |
| |
Stock
Awards ($) |
| |
Option
Awards ($)(1) |
| |
All Other
Compensation ($) |
| |
Total ($)
|
| |||||||||||||||||||||
John Stark,
Chief Executive Officer and Director(2) |
| | | | 2020 | | | | | $ | 58,333 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 57,564(3) | | | | | $ | 65,897 | | |
Michael P. McKenna, Ph.D.,
President and Chief Operating Officer |
| | | | 2020 | | | | | $ | 262,500 | | | | | $ | 75,000 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 337,500 | | |
Matthew Dyer, Ph.D.,
Chief Business Officer |
| | | | 2020 | | | | | $ | 262,500 | | | | | $ | 75,000 | | | | | | — | | | | | $ | 257,500(4) | | | | | $ | 58,868(5) | | | | | $ | 653,868 | | |
| | | | | | | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#) |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price |
| |
Option
Expiration Date |
| |
Number
of Shares or Units That have Not Vested |
| |
Market
Value of Shares or Units of Stock That Have Not Vested |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units Or Other Rights That Have Not Vested |
| ||||||||||||||||||||||||||||||
John Stark
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael P. McKenna, Ph.D.
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Matthew Dyer, Ph.D.
|
| | | | 6/28/2016 | | | | | | 4,050 | | | | | | — | | | | | | | | | | | $ | 1.91 | | | | | | 6/28/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 7/26/2016 | | | | | | 75,000 | | | | | | — | | | | | | — | | | | | $ | 1.91 | | | | | | 7/26/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 10/10/2016 | | | | | | 1,700 | | | | | | — | | | | | | — | | | | | $ | 1.91 | | | | | | 10/10/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 12/22/2016 | | | | | | 25,017 | | | | | | — | | | | | | — | | | | | $ | 1.91 | | | | | | 12/22/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 6/27/2017 | | | | | | 10,600 | | | | | | — | | | | | | — | | | | | $ | 2.04 | | | | | | 6/27/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 1/11/2018 | | | | | | 37,484(1) | | | | | | 12,516 | | | | | | — | | | | | $ | 2.04 | | | | | | 1/11/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#) |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price |
| |
Option
Expiration Date |
| |
Number
of Shares or Units That have Not Vested |
| |
Market
Value of Shares or Units of Stock That Have Not Vested |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units Or Other Rights That Have Not Vested |
| ||||||||||||||||||||||||||||||
| | | | | 8/23/2019 | | | | | | 99,984(2) | | | | | | 100,016 | | | | | | — | | | | | $ | 2.41 | | | | | | 8/23/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 8/23/2019 | | | | | | 125,000(3) | | | | | | 175,000 | | | | | | — | | | | | $ | 2.41 | | | | | | 8/23/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 5/17/2020 | | | | | | 45,900(4) | | | | | | 137,733 | | | | | | — | | | | | $ | 2.31 | | | | | | 5/17/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name
|
| |
Shares
|
| |
Aggregate
Purchase Price |
| |
Date of Issuance
|
| ||||||
Foresite Capital Fund IV, L.P.
|
| | | | 1,865,672 | | | | | $ | 10,000,002 | | | |
February 21, 2020
|
|
Foresite Capital Fund IV, L.P.
|
| | | | 3,731,343 | | | | | $ | 19,999,998 | | | |
December 29, 2020
|
|
Foresite Capital Fund V, L.P.
|
| | | | 932,836 | | | | | $ | 5,000,001 | | | |
December 29, 2020
|
|
Rothberg Family Fund I, LLC(1)
|
| | | | 186,567 | | | | | $ | 999,999 | | | |
July 12, 2019
|
|
| | | | | F-2 | | | |
| Financial Statements: | | | | | | | |
| | | | | F-3 | | | |
| | | | | F-4 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | |||||
|
QUANTUM-SI INCORPORATED
|
| | | | | | |
| | | | | F-20 | | | |
| | | | | F-21 | | | |
| | | | | F-22 | | | |
| | | | | F-23 | | | |
| | | | | F-24 | | | |
| | | | | F-25 | | |
| ASSETS | | | | | | | |
| Current Assets | | | | | | | |
|
Cash
|
| | | $ | 1,034,163 | | |
|
Prepaid expenses
|
| | | | 149,727 | | |
|
Total Current Assets
|
| | | | 1,183,890 | | |
|
Cash and cash equivalents held in Trust Account
|
| | | | 115,002,152 | | |
|
TOTAL ASSETS
|
| | | $ | 116,186,042 | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | |
|
Current Liabilities
|
| | | | | | |
|
Accounts payable and accrued expenses
|
| | | $ | 146,558 | | |
|
Total Current Liabilities
|
| | | | 146,558 | | |
|
Deferred underwriting fee payable
|
| | | | 4,025,000 | | |
|
Total Liabilities
|
| | | | 4,171,558 | | |
| Commitments and Contingencies | | | | | | | |
|
Class A common stock subject to possible redemption, 10,701,448 shares at $10.00 per share
|
| | | | 107,014,480 | | |
| Stockholders’ Equity | | | | | | | |
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | |
|
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 1,203,552 issued
and outstanding (excluding 10,701,448 shares subject to possible redemption) |
| | | | 120 | | |
|
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 2,875,000 shares issued and outstanding
|
| | | | 288 | | |
|
Additional paid-in capital
|
| | | | 5,262,735 | | |
|
Accumulated deficit
|
| | | | (263,139) | | |
|
Total Stockholders’ Equity
|
| | | | 5,000,004 | | |
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
| | | $ | 116,186,042 | | |
|
Formation and general and administrative expenses
|
| | | $ | 265,291 | | |
|
Loss from operations
|
| | | | (265,291) | | |
| Other income: | | | | | | | |
|
Interest earned on cash and cash equivalents held in Trust Account
|
| | | | 2,152 | | |
|
Net loss
|
| | | $ | (263,139) | | |
|
Weighted average shares outstanding of Class A redeemable common stock
|
| | | | 11,500,000 | | |
|
Basic and diluted income per share, Class A redeemable common stock
|
| | | $ | 0.00 | | |
|
Weighted average shares outstanding of Class A and Class B non-redeemable common
stock |
| | | | 3,100,220 | | |
|
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock
|
| | | $ | (0.08) | | |
| | |
Class A
|
| |
Class B
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Equity |
| |||||||||||||||||||||||||||
| | |
Common Stock
|
| |
Common Stock
|
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – June 10, 2020 (inception)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsors
|
| | | | — | | | | | | — | | | | | | 2,875,000 | | | | | | 288 | | | | | | 24,712 | | | | | | — | | | | | | 25,000 | | |
Sale of 11,500,000 Units, net of underwriting discounts
|
| | | | 11,500,000 | | | | | | 1,150 | | | | | | — | | | | | | — | | | | | | 108,201,473 | | | | | | — | | | | | | 108,202,623 | | |
Sale of 405,000 Private Placement Units
|
| | | | 405,000 | | | | | | 41 | | | | | | — | | | | | | — | | | | | | 4,049,959 | | | | | | — | | | | | | 4,050,000 | | |
Class A common stock subject to possible redemption
|
| | | | (10,701,448) | | | | | | (1,071) | | | | | | — | | | | | | — | | | | | | (107,013,409) | | | | | | — | | | | | | (107,014,480) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (263,139) | | | | | | (263,139) | | |
Balance – December 31, 2020
|
| | | | 1,203,552 | | | | | $ | 120 | | | | | | 2,875,000 | | | | | $ | 288 | | | | | $ | 5,262,735 | | | | | $ | (263,139) | | | | | $ | 5,000,004 | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (263,139) | | |
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | |
|
Interest earned on marketable securities held in Trust Account
|
| | | | (2,521) | | |
|
Changes in operating assets and liabilities:
|
| | | | | | |
|
Prepaid expenses
|
| | | | (149,727) | | |
|
Accrued expenses
|
| | | | 146,558 | | |
|
Net cash used in operating activities
|
| | | | (268,460) | | |
| Cash Flows from Investing Activities: | | | | | | | |
|
Investment of cash into Trust Account
|
| | | | (115,000,000) | | |
|
Net cash used in investing activities
|
| | | | (115,000,000) | | |
| Cash Flows from Financing Activities: | | | | | | | |
|
Proceeds from issuance of Class B common stock to Sponsor
|
| | | | 25,000 | | |
|
Proceeds from sale of Units, net of underwriting discounts paid
|
| | | | 112,700,000 | | |
|
Proceeds from sale of Private Placement Units
|
| | | | 4,050,000 | | |
|
Repayment of promissory note – related party
|
| | | | (99,627) | | |
|
Payment of offering costs
|
| | | | (372,750) | | |
|
Net cash provided by financing activities
|
| | | | 116,302,623 | | |
|
Net Change in Cash
|
| | | | 1,034,163 | | |
|
Cash – Beginning of period
|
| | | | — | | |
|
Cash – End of period
|
| | | $ | 1,034,163 | | |
| Supplemental Disclosure of Non-Cash Investing and Financing Activities: | | | | | | | |
|
Initial classification of Class A common stock subject to possible redemption
|
| | | $ | 107,276,620 | | |
|
Change in value of Class A common stock subject to possible redemption
|
| | | $ | (262,140) | | |
|
Deferred underwriting fee payable
|
| | | $ | 4,025,000 | | |
|
Payment of offering costs through promissory note – related party
|
| | | $ | 99,627 | | |
| | |
For the Period From
June 10, 2020 (inception) Through December 31, 2020 |
| |||
Redeemable Class A Common Stock | | | | | | | |
Numerator: Earnings allocable to Redeemable Class A Common Stock
|
| | | | | | |
Interest Income
|
| | | $ | 2,152 | | |
Income and Franchise Tax
|
| | | | (2,152) | | |
Net Earnings
|
| | | $ | — | | |
Denominator: Weighted Average Redeemable Class A Common Stock
|
| | | | | | |
Redeemable Class A Common Stock, Basic and Diluted
|
| | | | 11,500,000 | | |
Earnings/Basic and Diluted Redeemable Class A Common Stock
|
| | | $ | 0.00 | | |
Non-Redeemable Class A and B Common Stock | | | | | | | |
Numerator: Net Loss minus Redeemable Net Earnings
|
| | | | | | |
Net Loss
|
| | | $ | (263,139) | | |
Redeemable Net Earnings
|
| | | | — | | |
Non-Redeemable Net Loss
|
| | | $ | (263,139) | | |
Denominator: Weighted Average Non-Redeemable Class A and B Common
Stock |
| | | | | | |
Non-Redeemable Class A and B Common Stock, Basic and Diluted(1)
|
| | | | 3,100,220 | | |
Loss/Basic and Diluted Non-Redeemable Class A and B Common Stock
|
| | | $ | (0.08) | | |
| Deferred tax assets | | | | | | | |
|
Net operating loss carryforward
|
| | | | 13,427 | | |
|
Organizational costs/Startup expenses
|
| | | $ | 41,833 | | |
|
Total deferred tax assets
|
| | | | 55,260 | | |
|
Valuation allowance
|
| | | | (55,260) | | |
|
Deferred tax assets, net of allowance
|
| | | $ | — | | |
| Federal | | | | | | | |
|
Current
|
| | | $ | — | | |
|
Deferred
|
| | | | (55,260) | | |
| State | | | | | | | |
|
Current
|
| | | $ | — | | |
|
Deferred
|
| | | | — | | |
|
Change in valuation allowance
|
| | | | 55,260 | | |
|
Income tax provision
|
| | | $ | — | | |
|
Statutory federal income tax rate
|
| | | | 21.0% | | |
|
State taxes, net of federal tax benefit
|
| | | | 0.0% | | |
|
Change in valuation allowance
|
| | | | (21.0)% | | |
|
Income tax provision
|
| | | | 0.0% | | |
Description
|
| |
Level
|
| | | | | | | |||
Assets: | | | | | | | | | | | | | |
Cash and cash equivalents held in Trust Account – U.S. Treasury Securities
Money Market Fund |
| | | | 1 | | | | | $ | 115,002,152 | | |
| | |
Year ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
OPERATING EXPENSES: | | | | | | | | | | | | | |
Research and development
|
| | | $ | 27,555 | | | | | $ | 28,102 | | |
General and administrative
|
| | | | 7,984 | | | | | | 7,884 | | |
Sales and marketing
|
| | | | 1,152 | | | | | | 634 | | |
Total operating expenses
|
| | | | 36,691 | | | | | | 36,620 | | |
LOSS FROM OPERATIONS
|
| | | $ | (36,691) | | | | | $ | (36,620) | | |
INTEREST INCOME
|
| | | | 104 | | | | | | 833 | | |
OTHER EXPENSE, NET
|
| | | | (26) | | | | | | (5) | | |
LOSS BEFORE INCOME TAXES
|
| | | $ | (36,613) | | | | | $ | (35,792) | | |
PROVISION FOR INCOME TAXES
|
| | | | — | | | | | | — | | |
NET LOSS AND COMPREHENSIVE LOSS
|
| | | $ | (36,613) | | | | | $ | (35,792) | | |
NET LOSS PER COMMON SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS, BASIC AND DILUTED
|
| | | $ | (5.45) | | | | | $ | (5.55) | | |
WEIGHTED-AVERAGE SHARES USED TO COMPUTE NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS, BASIC AND DILUTED
|
| | | | 6,715,314 | | | | | | 6,453,890 | | |
| | |
Convertible Preferred Stock
|
| | |
Common Stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Deficit |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
BALANCE, January 1, 2019
|
| | | | 80,810,340 | | | | | $ | 142,429 | | | | | | | 6,328,881 | | | | | $ | 1 | | | | | $ | 7,699 | | | | | $ | (99,838) | | | | |
$
|
(92,138)
|
| |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (35,792) | | | | | | (35,792) | | |
Issuance of series E
convertible preferred stock, net of issuance costs |
| | | | 3,391,230 | | | | | | 18,126 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Common stock issued upon exercise of stock options
|
| | | | — | | | | | | — | | | | | | | 270,997 | | | | | | — | | | | | | 116 | | | | | | — | | | | | | 116 | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 2,715 | | | | | | — | | | | | | 2,715 | | |
BALANCE, December 31, 2019
|
| | | | 84,201,570 | | | | | $ | 160,555 | | | | | | | 6,599,878 | | | | | $ | 1 | | | | | $ | 10,530 | | | | | $ | (135,630) | | | | |
$
|
(125,099)
|
| |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (36,613) | | | | | | (36,613) | | |
Issuance of series E
convertible preferred stock, net of issuance costs |
| | | | 6,587,698 | | | | | | 35,259 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Common stock issued upon exercise of stock options
|
| | | | — | | | | | | — | | | | | | | 144,055 | | | | | | — | | | | | | 63 | | | | | | — | | | | | | 63 | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 1,924 | | | | | | — | | | | | | 1,924 | | |
BALANCE, December 31, 2020
|
| | | | 90,789,268 | | | | | $ | 195,814 | | | | | | | 6,743,933 | | | | | $ | 1 | | | | | $ | 12,517 | | | | | $ | (172,243) | | | | | $ | (159,725) | | |
| | |
Year ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (36,613) | | | | | $ | (35,792) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 894 | | | | | | 780 | | |
Loss on disposal of fixed assets
|
| | | | 2 | | | | | | 1 | | |
Stock-based compensation expense
|
| | | | 1,924 | | | | | | 2,715 | | |
Write-off of intellectual property
|
| | | | — | | | | | | 500 | | |
Changes in assets and liabilities:
|
| | | | | | | | | | | | |
Prepaid expenses and other current assets
|
| | | | (238) | | | | | | 234 | | |
Due from related parties
|
| | | | 226 | | | | | | 591 | | |
Other assets – related party
|
| | | | 256 | | | | | | (41) | | |
Accounts payable
|
| | | | 552 | | | | | | 164 | | |
Due to related parties
|
| | | | (16) | | | | | | (434) | | |
Accrued expenses and other current liabilities
|
| | | | 440 | | | | | | 574 | | |
Net cash used in operating activities
|
| | | $ | (32,573) | | | | | $ | (30,708) | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | |
Purchases of property and equipment
|
| | | | (461) | | | | | | (1,241) | | |
Net cash used in investing activities
|
| | | $ | (461) | | | | | $ | (1,241) | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | |
Proceeds from exercise of stock options
|
| | | | 63 | | | | | | 116 | | |
Proceeds from issuance of Series E convertible preferred stock
|
| | | | 35,311 | | | | | | 18,177 | | |
Stock issuance costs for Series E convertible preferred stock
|
| | | | (52) | | | | | | (51) | | |
Proceeds from issuance of notes payable
|
| | | | 1,749 | | | | | | — | | |
Principal payments under capital lease obligations
|
| | | | (57) | | | | | | (25) | | |
Net cash provided by financing activities
|
| | | $ | 37,014 | | | | | $ | 18,217 | | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
| | | | 3,980 | | | | | | (13,732) | | |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
| | | | 32,930 | | | | | | 46,662 | | |
CASH AND CASH EQUIVALENTS, END OF YEAR
|
| | | $ | 36,910 | | | | | $ | 32,930 | | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | | | | | | | | | | | | | |
Cash received from exchange of research and development tax credits
|
| | | $ | — | | | | | $ | 352 | | |
SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION: | | | | | | | | | | | | | |
Noncash acquisition of property and equipment
|
| | | $ | 30 | | | | | $ | 260 | | |
Forgiveness of related party promissory notes
|
| | | $ | 20 | | | | | $ | 50 | | |
Property and equipment
|
| |
Estimated useful life
|
|
Computer equipment
|
| |
5 years
|
|
Laboratory equipment
|
| |
5 years
|
|
Furnitures and fixtures
|
| |
7 years
|
|
Software
|
| |
3 years
|
|
| | |
2020
|
| |
2019
|
| ||||||
Laboratory equipment
|
| | | $ | 4,245 | | | | | $ | 3,983 | | |
Computer equipment
|
| | | | 765 | | | | | | 737 | | |
Software
|
| | | | 136 | | | | | | 116 | | |
Furniture and fixtures
|
| | | | 47 | | | | | | 47 | | |
Construction in process
|
| | | | 35 | | | | | | 9 | | |
| | | | | 5,228 | | | | | | 4,892 | | |
Less: Accumulated depreciation and amortization
|
| | | | (3,232) | | | | | | (2,341) | | |
Property and equipment, net
|
| | | $ | 1,996 | | | | | $ | 2,551 | | |
| | |
2020
|
| |
2019
|
| ||||||
Salary and bonus
|
| | | $ | 511 | | | | | $ | 110 | | |
Contracted services
|
| | | | 399 | | | | | | 374 | | |
Legal fees
|
| | | | 447 | | | | | | 467 | | |
Other
|
| | | | 68 | | | | | | 63 | | |
Total accrued expenses and other current liabilities
|
| | | $ | 1,425 | | | | | $ | 1,014 | | |
Class
|
| |
Year of
Issuance |
| |
Issuance Price
per share |
| |
Shares
Authorized |
| |
Shares Issued
and Outstanding |
| |
Total Proceeds
or Exchange Value |
| |
Issuance
Costs |
| |
Net Carrying
Value |
| |
Initial
Liquidation Price per share |
| |||||||||||||||||||||
Series A
|
| |
2013
|
| | | $ | 0.04 | | | | | | 25,000,000 | | | | | | 25,000,000 | | | | | $ | 1,000 | | | | | $ | — | | | | | $ | 1,000 | | | | | $ | 0.80 | | |
Series B
|
| |
2015
|
| | | | 0.80 | | | | | | 31,250,000 | | | | | | 31,250,000 | | | | | | 25,000 | | | | | | — | | | | | | 25,000 | | | | | | 0.80 | | |
Series C
|
| |
2015 – 2016
|
| | | | 4.61 | | | | | | 8,164,323 | | | | | | 8,164,323 | | | | | | 37,638 | | | | | | 328 | | | | | | 37,310 | | | | | | 4.61 | | |
Series D
|
| |
2017
|
| | | | 4.71 | | | | | | 12,738,853 | | | | | | 12,738,853 | | | | | | 60,000 | | | | | | 414 | | | | | | 59,586 | | | | | | 4.71 | | |
Series E
|
| |
2018 – 2020
|
| | | | 5.36 | | | | | | 14,925,373 | | | | | | 13,636,092 | | | | | | 73,089 | | | | | | 171 | | | | | | 72,918 | | | | | | 5.36 | | |
| | | | | | | | | | | | | | 92,078,549 | | | | | | 90,789,268 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class
|
| |
Year of
Issuance |
| |
Issuance Price
per share |
| |
Shares
Authorized |
| |
Shares Issued
and Outstanding |
| |
Total Proceeds
or Exchange Value |
| |
Issuance
Costs |
| |
Net Carrying
Value |
| |
Initial
Liquidation Price per share |
| |||||||||||||||||||||
Series A
|
| |
2013
|
| | | $ | 0.04 | | | | | | 25,000,000 | | | | | | 25,000,000 | | | | | $ | 1,000 | | | | | $ | — | | | | | $ | 1,000 | | | | | $ | 0.80 | | |
Series B
|
| |
2015
|
| | | | 0.80 | | | | | | 31,250,000 | | | | | | 31,250,000 | | | | | | 25,000 | | | | | | — | | | | | | 25,000 | | | | | | 0.80 | | |
Series C
|
| |
2015 – 2016
|
| | | | 4.61 | | | | | | 8,164,323 | | | | | | 8,164,323 | | | | | | 37,638 | | | | | | 328 | | | | | | 37,310 | | | | | | 4.61 | | |
Series D
|
| |
2017
|
| | | | 4.71 | | | | | | 12,738,853 | | | | | | 12,738,853 | | | | | | 60,000 | | | | | | 414 | | | | | | 59,586 | | | | | | 4.71 | | |
Series E
|
| |
2018 – 2019
|
| | | | 5.36 | | | | | | 7,233,604 | | | | | | 7,048,394 | | | | | | 37,779 | | | | | | 120 | | | | | | 37,659 | | | | | | 5.36 | | |
| | | | | | | | | | | | | | 84,386,780 | | | | | | 84,201,570 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
Number of
Options |
| |
Weighted
Average Exercise Price |
| |
Weighted
Average Remaining Contractual Term |
| |
Aggregate
Intrinsic Value |
| ||||||||||||
Outstanding at January 1, 2019
|
| | | | 7,781,967 | | | | | $ | 1.61 | | | | | | 7.88 | | | | | $ | 7,851 | | |
Granted
|
| | | | 3,196,721 | | | | | | 2.41 | | | | | | | | | | | | | | |
Exercised
|
| | | | (270,997) | | | | | | 0.43 | | | | | | | | | | | | | | |
Forfeited
|
| | | | (813,934) | | | | | | 1.92 | | | | | | | | | | | | | | |
Outstanding at December 31, 2019
|
| | | | 9,893,757 | | | | | $ | 1.88 | | | | | | 7.72 | | | | | | 5,280 | | |
Granted
|
| | | | 790,433 | | | | | | 2.31 | | | | | | | | | | | | | | |
Exercised
|
| | | | (144,055) | | | | | | 0.44 | | | | | | | | | | | | | | |
Forfeited
|
| | | | (1,299,205) | | | | | | 2.19 | | | | | | | | | | | | | | |
Outstanding at December 31, 2020
|
| | | | 9,240,930 | | | | | $ | 1.89 | | | | | | 6.77 | | | | | | 4,094 | | |
Options exercisable at December 31, 2019
|
| | | | 5,810,260 | | | | | $ | 1.59 | | | | | | 6.76 | | | | | | 4,788 | | |
Options exercisable at December 31, 2020
|
| | | | 6,954,472 | | | | | $ | 1.76 | | | | | | 6.20 | | | | | | 3,945 | | |
Vested and expected to vest at December 31, 2019
|
| | | | 9,657,854 | | | | | $ | 1.87 | | | | | | 7.75 | | | | | | 5,251 | | |
Vested and expected to vest at December 31, 2020
|
| | | | 9,045,548 | | | | | $ | 1.88 | | | | | | 6.73 | | | | | | 4,082 | | |
| | |
2020
|
| |
2019
|
|
Risk free interest rate
|
| |
0.3% – 0.6%
|
| |
1.4% – 1.9%
|
|
Expected dividend yield
|
| |
0%
|
| |
0%
|
|
Expected term
|
| |
5.0 years – 6.0 years
|
| |
5.0 years – 6.2 years
|
|
Expected volatility
|
| |
70%
|
| |
70%
|
|
| | |
2019
|
|
Risk free interest rate
|
| |
1.4% – 1.9%
|
|
Expected dividend yield
|
| |
0%
|
|
Expected term
|
| |
4.0 years – 10.0 years
|
|
Expected volatility
|
| |
70%
|
|
| | |
2020
|
| |
2019
|
| ||||||
Employee awards
|
| | | $ | 1,376 | | | | | $ | 2,021 | | |
Nonemployee awards
|
| | | | 548 | | | | | | 694 | | |
Total stock-based compensation expense
|
| | | $ | 1,924 | | | | | $ | 2,715 | | |
| | |
2020
|
| |
2019
|
| ||||||
Stock options granted to employees
|
| | | | 697,433 | | | | | | 2,730,000 | | |
Stock options granted to nonemployees
|
| | | | 93,000 | | | | | | 466,721 | | |
Total stock options granted
|
| | | | 790,433 | | | | | | 3,196,721 | | |
| | |
2020
|
| |
2019
|
| ||||||
Research and development
|
| | | $ | 1,290 | | | | | $ | 2,163 | | |
General and administrative
|
| | | | 324 | | | | | | 354 | | |
Sales and marketing
|
| | | | 310 | | | | | | 198 | | |
Total stock-based compensation expense
|
| | | $ | 1,924 | | | | | $ | 2,715 | | |
| | |
2020
|
| |
2019
|
| ||||||
Numerator: | | | | | | | | | | | | | |
Net Loss
|
| | | $ | (36,613) | | | | | $ | (35,792) | | |
Numerator for Basic and Dilutive EPS – Loss available to common stockholders
|
| | | $ | (36,613) | | | | | $ | (35,792) | | |
Denominator: | | | | | | | | | | | | | |
Common Stock
|
| | | | 6,715,314 | | | | | | 6,453,890 | | |
Denominator for Basic and Dilutive EPS – Weighted-average common stock
|
| | | | 6,715,314 | | | | | | 6,453,890 | | |
Basic and dilutive loss per share
|
| | | $ | (5.45) | | | | | $ | (5.55) | | |
| | |
2020
|
| |
2019
|
| ||||||
Outstanding options to purchase common stock
|
| | | | 9,240,930 | | | | | | 9,893,757 | | |
Outstanding convertible preferred stock (Series A through E)
|
| | | | 90,789,268 | | | | | | 84,201,570 | | |
Total anti-dilutive common equivalent shares
|
| | | | 100,030,198 | | | | | | 94,095,327 | | |
| | |
As of December 31
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Gross deferred tax assets (liabilities): | | | | | | | | | | | | | |
Net operating loss carryforwards
|
| | | $ | 42,589 | | | | | $ | 33,333 | | |
Tax credit carryforwards
|
| | | | 7,178 | | | | | | 5,707 | | |
Fixed assets
|
| | | | (161) | | | | | | (152) | | |
Non-deductible stock-based compensation
|
| | | | 1,586 | | | | | | 1,377 | | |
Other
|
| | | | 182 | | | | | | 176 | | |
Total Deferred tax assets
|
| | | $ | 51,374 | | | | | $ | 40,441 | | |
Valuation allowance
|
| | | | (51,374) | | | | | | (40,441) | | |
Net deferred tax assets (liabilities)
|
| | | $ | — | | | | | $ | — | | |
| | |
Years Ended December 31
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Statutory Tax Rate
|
| | | | 21.00% | | | | | | 21.00% | | |
State taxes, net of federal benefit
|
| | | | 6.70 | | | | | | 6.50 | | |
Federal research and development credit
|
| | | | 3.00 | | | | | | 2.00 | | |
Non-deductible stock-based compensation
|
| | | | (0.70) | | | | | | (0.90) | | |
Return to provision – permanent items
|
| | | | (0.30) | | | | | | — | | |
Other
|
| | | | 0.20 | | | | | | 0.40 | | |
Valuation allowance
|
| | | | (29.90) | | | | | | (29.00) | | |
Effective Tax Rate
|
| | | | 0.00% | | | | | | 0.00% | | |
| | |
Amount
|
| |
Expire
Through |
| ||||||
Tax net operating loss carryforwards: | | | | | | | | | | | | | |
Federal (pre-2018 NOLs)
|
| | | $ | 65,494 | | | | | | 2037 | | |
Federal (post-2017 NOLs)
|
| | | | 92,737 | | | | | | N/A | | |
Connecticut
|
| | | | 157,980 | | | | | | 2040 | | |
Tax credit carryforwards: | | | | | | | | | | | | | |
Federal research and development
|
| | | | 5,601 | | | | | | 2040 | | |
Connecticut research and development
|
| | | | 1,969 | | | | | | N/A | | |
Connecticut other
|
| | | | 58 | | | | | | 2025 | | |
| | |
Page
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| Schedule A | | | PIPE Investors | |
| Schedule B | | | Supporting Company Persons | |
| Schedule C | | | Required Governing Documents Proposals | |
| Exhibit A | | | Form of HighCape Certificate of Incorporation | |
| Exhibit B | | | Form of HighCape Bylaws | |
| Exhibit C | | | Forms of PIPE Investor Subscription Agreement | |
| Exhibit D | | | Form of Subscription Agreement | |
| Exhibit E | | | Form of Executive Chairman Agreement | |
| Exhibit F | | | Form of Registration Rights Agreement | |
| Exhibit G | | | Form of Transaction Support Agreement | |
| Exhibit H | | | Form of HighCape Incentive Equity Plan | |
|
If to the Company, to:
|
| | with copies (which shall not constitute notice) to: | |
|
HighCape Capital Acquisition Corp.
452 Fifth Avenue, 21st Floor New York, NY 10018 Attn: Kevin Rakin Email: kevin.rakin@highcape.com Telephone No.: (646) 793-3510 |
| |
White & Case LLP
1221 Avenue of the Americas New York, NY 10020 Attn: Joel L. Rubinstein Email: joel.rubinstein@whitecase.com Telephone No.: (212) 819-7642 |
|
Name(s) of Subscriber: |
|
Signature of Authorized Signatory of Subscriber: |
|
Name of Authorized Signatory: |
|
Title of Authorized Signatory: |
|
Attention: |
|
Email: |
|
Facsimile No.: |
|
Telephone No.: |
|
Subscription Amount: $ |
|
Number of Shares: |
|
EIN Number: |
|
| ☐ Limited Partnership | | | ☐ General Partnership | |
| ☐ Corporation | | | ☐ Revocable Trust | |
| ☐ Other Type of Trust (indicate type): | | |
|
|
| ☐ Other (indicate form of organization): | | |
|
|
Name(s) of Subscriber: |
|
Signature of Authorized Signatory of Subscriber: |
|
Name of Authorized Signatory: |
|
Title of Authorized Signatory: |
|
Address for Notice to Subscriber: |
|
Attention: |
|
Email: |
|
Facsimile No.: |
|
Telephone No.: |
|
Subscription Amount:$ |
|
Number of Shares: |
|
EIN Number: |
|
| ☐ Individual | | | ☐ Limited Partnership | |
| ☐ Corporation | | | ☐ General Partnership | |
| ☐ Revocable Trust | | | | |
|
If to the Company, to:
HighCape Capital Acquisition Corp. 452 Fifth Avenue, 21st Floor New York, NY 10018 Attn: Kevin Rakin Email: kevin.rakin@highcape.com Telephone No.: (646) 793-3510 |
| |
with copies (which shall not constitute notice) to:
White & Case LLP 1221 Avenue of the Americas New York, NY 10020 Attn: Joel L. Rubinstein Email: joel.rubinstein@whitecase.com Telephone No.: (212) 819-7642 |
|
Name(s) of Subscriber: |
|
Signature of Authorized Signatory of Subscriber: |
|
Name of Authorized Signatory: |
|
Title of Authorized Signatory: |
|
Address for Notice to Subscriber: |
|
Attention: |
|
Email: |
|
Facsimile No.: |
|
Telephone No.: |
|
EIN Number: |
|
| ☐ | | | Limited Partnership | | | ☐ | | |
General Partnership
|
|
| ☐ | | | Corporation | | | ☐ | | | Revocable Trust | |
| ☐ | | | Other Type of Trust (indicate type): | | | | ||||
| ☐ | | | Other (indicate form of organization): | | | |
Stockholder
|
| |
Number of Shares of
Company Series A Preferred Stock |
| |||
23rd Century Capital LLC
|
| | | | 22,500,000 | | |
Jonathan M. Rothberg Children’s Trust 2012
|
| | | | 2,500,000 | | |
| | | | HIGHCAPE CAPITAL ACQUISITION CORP. | | ||||||
| | | | By: | | |
|
| |||
| | | | | | | Name: | | | | |
| | | | | | | Title: | | | | |
Exhibit
|
| |
Description
|
|
10.8 | | | Form of Amended and Restated Registration Rights Agreement, to be entered into by and among HighCape Capital Acquisition Corp., Quantum-Si Incorporated and certain of its stockholders (included in Annex A to the proxy statement/prospectus which forms a part of this registration statement). | |
10.9+* | | | | |
10.10+* | | | | |
10.11+* | | | | |
10.12* | | | | |
23.1 | | | | |
23.2 | | | | |
23.3 | | | Consent of White & Case LLP (included in Exhibit 5.1 and 8.1 hereto). | |
24.1 | | | Power of Attorney (included on signature page to the initial registration statement). | |
99.1** | | | Form of Preliminary Proxy Card. | |
99.2* | | | | |
99.3* | | | | |
99.4* | | | | |
99.5* | | | | |
99.6* | | | | |
99.7* | | | | |
99.8 | | | | |
101.INS | | | XBRL Instance Document | |
101.SCH | | | XBRL Taxonomy Extension Schema Document | |
101.CAL | | | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | | | XBRL Taxonomy Extension Definition Linkbase Document | |
|
Name
|
| |
Title
|
| |
Date
|
|
|
/s/ Kevin Rakin
Kevin Rakin
|
| |
Chief Executive Officer and Chairman of the Board
(Principal Executive Officer) |
| |
April 7, 2021
|
|
|
/s/ Matt Zuga
Matt Zuga
|
| |
Chief Financial Officer, Chief Operating Officer and Director
(Principal Financial and Accounting Officer) |
| |
April 7, 2021
|
|
|
*
David Colpman
|
| |
Director
|
| |
April 7, 2021
|
|
|
*
Antony Loebel, M.D.
|
| |
Director
|
| |
April 7, 2021
|
|
|
*
Robert Taub
|
| |
Director
|
| |
April 7, 2021
|
|
Exhibit 5.1
White & Case LLP
April 7, 2021
HighCape Capital Acquisition Corp.
452 Fifth Avenue, 21st Floor
New York, NY 10018
Re: Registration Statement on Form S-4 (File No. 333-253691)
Ladies and Gentlemen:
We have acted as New York counsel to HighCape Capital Acquisition Corp., a corporation organized under the laws of Delaware (“HighCape” or the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (File No. 333-253691) (as amended, the “Registration Statement”) and the related proxy statement/prospectus relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the shares of the Company’s Class A common stock, par value $0.0001 per share, and Class B common stock, par value $0.0001 per share (the “HighCape Shares”), to be issued by the Company pursuant to the terms of the Business Combination Agreement, dated as of February 18, 2021 (as it may be amended or restated from time to time, the “Business Combination Agreement”), by and among the Company, Tenet Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, and Quantum-Si Incorporated (“Quantum-Si”), a Delaware corporation. Unless otherwise indicated, each capitalized term used herein has the meaning ascribed to it in the Registration Statement.
This opinion letter is rendered in accordance with the requirements of Item 601(b)(5) of Regulation S–K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related proxy statement/prospectus, any proxy statement/prospectus filed pursuant to Rule 424(b) with respect thereto, other than as expressly stated herein with respect to the issue of the HighCape Shares.
In connection with our opinion expressed below, we have examined originals or copies certified or otherwise identified to our satisfaction of the following documents and such other documents, corporate records, certificates and other statements of government officials and corporate officers of the Company as we deemed necessary for the purposes of the opinion set forth in this opinion letter:
(a) | the Registration Statement; |
(b) | the Business Combination Agreement; |
(c) | the form of certificate of incorporation of the Company to become effective upon consummation of the Business Combination; |
(d) | the form of bylaws of the Company to become effective upon consummation of the Business Combination; |
(e) | a copy of the Resolutions of the Board of Directors of the Company adopted on February 17, 2021; and |
(f) | the form of Class A common stock certificate of the Company, filed as Exhibit 4.1 to the Registration Statement. |
We have relied, to the extent we deem such reliance proper, upon such certificates or comparable documents of officers and representatives of the Company and of public officials and upon statements and information furnished by officers and representatives of the Company with respect to the accuracy of material factual matters contained therein which were not independently established by us.
In rendering the opinion expressed below, we have assumed, without independent investigation or verification of any kind, the genuineness of all signatures on documents we have reviewed, the legal capacity and competency of all natural persons signing all such documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to authentic, complete original documents of all documents submitted to us as copies, the truthfulness, completeness and correctness of all factual representations and statements contained in all documents we have reviewed, the accuracy and completeness of all public records examined by us, and the accuracy of all statements in certificates of officers of the Company that we reviewed.
Based upon the foregoing assumptions and the assumptions set forth below, and subject to the qualifications and limitations stated herein, having considered such questions of law as we have deemed necessary as a basis for the opinion expressed below, we are of the opinion that:
1. | The HighCape Shares to be issued by the Company pursuant to and in the manner contemplated by the terms of the Business Combination Agreement will be, upon issuance, duly authorized and, when the HighCape Shares have been issued upon the terms and conditions set forth in the Registration Statement and the Merger Agreement, such HighCape Shares will be validly issued, fully paid and nonassessable. |
The opinion expressed above is limited to questions arising under the Delaware General Corporation Law. We do not express any opinion as to, the laws of any other jurisdiction.
This opinion letter is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act.
The opinion expressed above is as of the date hereof only, and we express no opinion as to, and assume no responsibility for, the effect of any fact or circumstance occurring, or of which we learn, subsequent to the date of this opinion letter, including, without limitation, legislative and other changes in the law or changes in circumstances affecting any party. We assume no responsibility to update this opinion letter for, or to advise you of, any such facts or circumstances of which we become aware, regardless of whether or not they affect the opinion expressed in this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm as counsel for the Company that has passed on the validity of the HighCape Shares appearing under the caption “Legal Matters” in the proxy statement/prospectus forming part of the Registration Statement or any proxy statement/prospectus filed pursuant to Rule 424(b) with respect thereto. In giving this consent, we do not thereby 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 thereunder.
Very truly yours,
/s/ White & Case LLP
DJ:JC:JC:EO
2 |
Exhibit 8.1
White & Case LLP
April 7, 2021
HighCape Capital Acquisition Corp.
452 Fifth Avenue, 21st Floor
New York, NY 10018
Ladies and Gentlemen:
We have acted as United States counsel to HighCape Capital Acquisition Corp., a Delaware corporation (“HighCape” or the “Company”), in connection with the transactions contemplated by the Business Combination Agreement, dated February 18, 2021 (the “Business Combination Agreement”), by and among the Company, Tenet Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of HighCape (“Merger Sub”), and Quantum-Si Inc. (“Quantum-Si”), a Delaware corporation, pursuant to which Merger Sub will merge with and into Quantum-Si with Quantum-Si surviving the merger as a wholly owned subsidiary of HighCape (the “Business Combination”). Reference is made to the Registration Statement on Form S-4 of the Company (File No. 333-253691), including the proxy statement/prospectus forming a part thereof (as amended or supplemented through the date hereof, the “Registration Statement”), relating to the Business Combination. Capitalized terms used but not defined herein have the meaning given to such terms in the Registration Statement.
In rendering this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such agreements and other documents as we have deemed necessary or appropriate and we have made such investigations of law as we have deemed appropriate as a basis for the opinion expressed below. In our examination, we have assumed, without independent verification, (i) the authenticity and accuracy of all documents reviewed by us (including the conformity to original documents of all documents submitted to us as email, fax or photostatic copies and the authenticity of such original documents), (ii) that the signatures on all documents examined by us are genuine and have been duly authorized, and such documents reflect all material terms of the agreement between the parties to such documents, (iii) that the parties to such documents have complied and will comply with the terms thereof, and that such documents are enforceable in accordance with their respective terms, (iv) that such documents have been duly authorized by, have been duly executed and delivered by, and constitute (to the extent containing contractual or other obligations) legal, valid, binding and enforceable obligations of, all parties to such documents, (v) all of the parties to such documents are duly organized, validly existing, and have power and authority (corporate, partnership, or other) to execute, deliver, and perform the obligations in such documents and (vi) that the transactions provided for by each agreement were and will be carried out in accordance with their terms. In rendering our opinion we have made no independent investigation of the facts referred to herein and have relied for the purpose of rendering this opinion exclusively on those facts that have been provided to us by you and your agents, which we assume have been, and will continue to be, true.
The opinion set forth below is based upon the Internal Revenue Code of 1986, as amended, the U.S. Treasury Regulations promulgated thereunder, administrative rulings, judicial decisions, and other applicable authorities, all as available and in effect on the date hereof. The statutory provisions, regulations, and interpretations upon which our opinion is based are subject to change, and any such change could apply retroactively. There can be no assurance that positions contrary to those stated in our opinion will not be asserted by the Internal Revenue Service (“IRS”) and (as customary in transactions of this type) no rulings will be obtained from the IRS regarding the U.S. federal income tax consequences of the Business Combination or otherwise in connection with the transactions effected pursuant to the Transaction Documents. The opinions expressed above are as of the date hereof only, and we express no opinion as to, and assume no responsibility for, the effect of any fact or circumstance occurring, or of which we learn, subsequent to the date of this opinion letter, including, without limitation, legislative and other changes in the law or changes in circumstances affecting any party. We assume no responsibility to update this opinion letter for, or to advise you of, any such facts or circumstances of which we become aware, regardless of whether or not they affect the opinions expressed in this opinion letter.
Based upon and subject to the foregoing, and subject to the qualifications, assumptions and limitations contained therein, the statements in the Registration Statement set forth under the caption “Certain Material U.S. Federal Income Tax Considerations,” to the extent that they constitute descriptions or summaries of U.S. federal income tax law or legal conclusions with respect thereto, are accurate in all material respects.
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement, and to the references therein to us. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ White & Case LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in the Prospectus constituting a part of this Registration Statement, Amendment No. 1 on Form S-4 of our report dated March 1, 2021 relating to the financial statements of HighCape Capital Acquisition Corp., which is contained in that Prospectus. We also consent to the reference to our Firm under the caption “Experts” in the Registration Statement.
/s/ WithumSmith+Brown, PC | |
New York, New York | |
April 7, 2021 |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Registration Statement No. 333-253691 on Form S-4 of our report dated March 1, 2021, relating to the financial statements of Quantum-Si Incorporated. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/ Deloitte & Touche LLP
New York, New York
April 7, 2021
Exhibit 99.8
CONSENT TO REFERENCE IN PROXY STATEMENT/
PROSPECTUS
April 7, 2021
HighCape Capital Acquisition Corp.
452 Fifth Avenue, 21st Floor
New York, New York 10018
HighCape Capital Acquisition Corp. (the “Company”) is filing a Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to the reference to me in the proxy statement/prospectus included in such Registration Statement as a future member of the board of directors of the Company, such appointment to commence immediately after the effective time of the merger described in the proxy statement/prospectus.
Sincerely, | |
/s/ Brigid Makes Brigid Makes |