|
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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| | | | | 2 | | | |
| | | | | 6 | | | |
| | | | | 8 | | | |
| | | | | 23 | | | |
| | | | | 38 | | | |
| | | | | 41 | | | |
| | | | | 42 | | | |
| | | | | 46 | | | |
| | | | | 47 | | | |
| | | | | 96 | | | |
| | | | | 97 | | | |
| | | | | 104 | | | |
| | | | | 120 | | | |
| | | | | 137 | | | |
| | | | | 141 | | | |
| | | | | 143 | | | |
| | | | | 151 | | | |
| | | | | 153 | | | |
| | | | | 155 | | | |
| | | | | 160 | | | |
| | | | | 161 | | | |
| | | | | 173 | | | |
| | | | | 181 | | | |
| | | | | 185 | | | |
| | | | | 216 | | | |
| | | | | 225 | | | |
| | | | | 237 | | | |
| | | | | 238 | | | |
| | | | | 252 | | | |
| | | | | 258 | | | |
| | | | | 266 | | | |
| | | | | 272 | | | |
| | | | | 279 | | | |
| | | | | 279 | | | |
| | | | | 279 | | | |
| | | | | 280 | | | |
| | | | | 288 | | | |
| | | | | 290 | | |
| | |
Assuming No
Redemptions of Public Shares |
| |
Assuming
Maximum Redemptions of Public Shares |
| ||||||
Entities controlled by Jonathan M. Rothberg, Ph.D.
|
| | | | 80.7% | | | | | | 82.4% | | |
Other Quantum-Si Stockholders
|
| | | | 8.3% | | | | | | 8.4% | | |
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
|
| | | $ | 889.0(1) | | | | | $ | 889.0(1) | | |
Proceeds from Trust Account
|
| | | | 115.0 | | | | | | 10.0 | | |
PIPE Investors
|
| | | | 425.0 | | | | | | 425.0 | | |
Total Sources
|
| | | $ | 1,429.0 | | | | | $ | 1,324.0 | | |
Uses | | | | | | | | | | | | | |
Equity Consideration to Existing Investors
|
| | | $ | 889.0 | | | | | $ | 889.0 | | |
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
|
| | | $ | 1,429.0 | | | | | $ | 1,324.0 | | |
|
| | |
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 | | | | | $ | 71,189 | | | | | $ | 71,189 | | |
Loss from operations
|
| | | | (265) | | | | | | (36,691) | | | | | | (71,189) | | | | | | (71,189) | | |
Net loss and comprehensive loss
|
| | | | (3,586) | | | | | | (36,613) | | | | | | (74,425) | | | | | | (74,425) | | |
Basic and diluted net income per share, Class A redeemable common stock
|
| | | | 0.00 | | | | | | — | | | | | | — | | | | | | — | | |
Basic and diluted net loss per share(1)
|
| | | | (1.16) | | | | | | (5.45) | | | | | | (0.54) | | | | | | (0.59) | | |
| | |
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
|
| | | | 8,697 | | | | | | 4,503 | | | | | | 7,417 | | | | | | 7,417 | | |
Common stock subject to possible redemption
|
| | | | 102,489 | | | | | | — | | | | | | — | | | | | | — | | |
Convertible preferred stock
|
| | | | — | | | | | | 195,814 | | | | | | — | | | | | | — | | |
Total stockholders’ equity (deficit)
|
| | | | 5,000 | | | | | | (159,725) | | | | | | 543,603 | | | | | | 438,601 | | |
| | |
Historical
|
| |
Pro Forma
|
| ||||||||||||||||||
| | |
HighCape
|
| |
Quantum-Si
|
| |
No redemption
scenario |
| |
Maximum
redemption scenario |
| ||||||||||||
As of December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | |
Book value per share(1)
|
| | | $ | 3.02 | | | | | $ | (23.68) | | | | | $ | 3.96 | | | | | $ | 3.46 | | |
For the Year Ended December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income per share, Class A redeemable common stock – basic and diluted
|
| | | $ | 0.00 | | | | | | — | | | | | | — | | | | | | — | | |
Net loss per share – basic and diluted(2)
|
| | | $ | (1.16) | | | | | $ | (5.45) | | | | | $ | (0.54) | | | | | $ | (0.59) | | |
| | |
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
|
| | | $ | 889.0(1) | | | | | $ | 889.0(1) | | |
Proceeds from Trust Account
|
| | | | 115.0 | | | | | | 10.0 | | |
PIPE Investors
|
| | | | 425.0 | | | | | | 425.0 | | |
Total Sources
|
| | | $ | 1,429.0 | | | | | $ | 1,324.0 | | |
Uses | | | | | | | | | | | | | |
Equity Consideration to Existing Investors
|
| | | $ | 889.0 | | | | | $ | 889.0 | | |
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
|
| | | $ | 1,429.0 | | | | | $ | 1,324.0 | | |
|
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)
|
| | | | — | | |
Warrant liability
|
| | | | 4,525 | | | | | | — | | | | | | — | | | | | | | | | 4,525 | | | | | | — | | | | | | | | | 4,525 | | |
Deferred underwriting fee payable
|
| | | | 4,025 | | | | | | — | | | | | | (4,025) | | | |
(b)
|
| | | | — | | | | | | (4,025) | | | |
(b)
|
| | | | — | | |
Total liabilities
|
| | |
|
8,697
|
| | | |
|
4,503
|
| | | |
|
(5,783)
|
| | | | | | |
|
7,417
|
| | | |
|
(5,783)
|
| | | | | | |
|
7,417
|
| |
Class A common stock subject to possible
redemption |
| | | | 102,489 | | | | | | — | | | | | | (102,489) | | | |
(e)
|
| | | | — | | | | | | (102,489) | | | |
(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
|
| | | | 8,586 | | | | | | 12,517 | | | | | | 702,742 | | | |
(e)
|
| | | | 723,845 | | | | | | 597,741 | | | |
(e)
|
| | | | 618,844 | | |
Accumulated deficit
|
| | | | (3,586) | | | | | | (172,243) | | | | | | (4,427) | | | |
(e)
|
| | | | (180,256) | | | | | | (4,427) | | | |
(e)
|
| | | | (180,256) | | |
Total stockholders’ equity (deficit)
|
| | |
|
5,000
|
| | | |
|
(159,725)
|
| | | |
|
698,328
|
| | | | | | |
|
543,603
|
| | | |
|
593,326
|
| | | | | | |
|
438,601
|
| |
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 | | | | | $ | 6,012 | | | |
(h)
|
| | | $ | 33,567 | | | | | $ | 6,012 | | | |
(h)
|
| | | $ | 33,567 | | |
General and administrative
|
| | | | — | | | | | | 7,984 | | | | | | 27,821 | | | |
(f), (g), (h), (i)
|
| | | | 35,805 | | | | | | 27,821 | | | |
(f), (g), (h), (i)
|
| | | | 35,805 | | |
Sales and marketing
|
| | | | — | | | | | | 1,152 | | | | | | 400 | | | |
(h)
|
| | | | 1,552 | | | | | | 400 | | | |
(h)
|
| | | | 1,552 | | |
Formation and general and administrative expenses
|
| | | | 265 | | | | | | — | | | | | | — | | | | | | | | | 265 | | | | | | — | | | | | | | | | 265 | | |
Total operating expenses
|
| | |
|
265
|
| | | |
|
36,691
|
| | | |
|
34,233
|
| | | | | | |
|
71,189
|
| | | |
|
34,233
|
| | | | | | |
|
71,189
|
| |
Loss from operations
|
| | |
|
(265)
|
| | | |
|
(36,691)
|
| | | |
|
(34,233)
|
| | | | | | |
|
(71,189)
|
| | | |
|
(34,233)
|
| | | | | | |
|
(71,189)
|
| |
Interest income
|
| | | | — | | | | | | 104 | | | | | | — | | | | | | | | | 104 | | | | | | — | | | | | | | | | 104 | | |
Other expense, net
|
| | | | — | | | | | | (26) | | | | | | 9 | | | |
(j)
|
| | | | (17) | | | | | | 9 | | | |
(j)
|
| | | | (17) | | |
Interest earned on cash and cash equivalents held in Trust Account
|
| | | | 2 | | | | | | — | | | | | | (2) | | | |
(k)
|
| | | | — | | | | | | (2) | | | |
(k)
|
| | | | — | | |
Change in fair value of warrant liability
|
| | | | (3,097) | | | | | | — | | | | | | — | | | | | | | | | (3,097) | | | | | | — | | | | | | | | | (3,097) | | |
Transaction costs
|
| | | | (226) | | | | | | — | | | | | | — | | | | | | | | | (226) | | | | | | — | | | | | | | | | (226) | | |
Loss before income taxes
|
| | |
|
(3,586)
|
| | | |
|
(36,613)
|
| | | |
|
(34,226)
|
| | | | | | |
|
(74,425)
|
| | | |
|
(34,226)
|
| | | | | | |
|
(74,425)
|
| |
Provision for income taxes
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Net loss and comprehensive loss
|
| | | $ | (3,586) | | | | | $ | (36,613) | | | | | $ | (34,226) | | | | | | | | $ | (74,425) | | | | | $ | (34,226) | | | | | | | | $ | (74,425) | | |
Net loss per share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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, basic and diluted(1)
|
| | | | 3,100,220 | | | | | | 6,715,314 | | | | | | | | | |
(l)
|
| | | | 137,141,742 | | | | | | | | | |
(l)
|
| | | | 126,641,742 | | |
Basic and diluted net loss per share(1)
|
| | | $ | (1.16) | | | | | $ | (5.45) | | | | | | | | | |
(l)
|
| | | $ | (0.54) | | | | | | | | | |
(l)
|
| | | $ | (0.59) | | |
| | |
No redemption scenario
|
| |
Maximum redemption scenario
|
| ||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Ownership,
% |
| |
Voting rights,
% |
| |
Shares
|
| |
Ownership,
% |
| |
Voting rights,
% |
| ||||||||||||||||||
Quantum-Si Stockholders
|
| | | | 79,861,742 | | | | | | 58.23% | | | | | | 88.92% | | | | | | 79,861,742 | | | | | | 63.06% | | | | | | 90.76% | | |
Public Stockholders
|
| | | | 11,500,000 | | | | | | 8.39% | | | | | | 2.23% | | | | | | 1,000,000 | | | | | | 0.79% | | | | | | 0.20% | | |
Initial Stockholders
|
| | | | 2,583,750 | | | | | | 1.88% | | | | | | 0.50% | | | | | | 2,583,750 | | | | | | 2.04% | | | | | | 0.51% | | |
PIPE Investors
|
| | | | 42,500,000 | | | | | | 30.99% | | | | | | 8.22% | | | | | | 42,500,000 | | | | | | 33.56% | | | | | | 8.39% | | |
Shares issued to Foresite
Funds under Subscription Agreements |
| | | | 696,250 | | | | | | 0.51% | | | | | | 0.13% | | | | | | 696,250 | | | | | | 0.55% | | | | | | 0.14% | | |
Total
|
| | | | 137,141,742 | | | | | | 100% | | | | | | 100% | | | | | | 126,641,742 | | | | | | 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 | | |
Transaction Accounting adjustments:
|
| | | | | | | | | | | | | | | |
HighCape cash and cash equivalents held in Trust Account
|
| |
(1)
|
| | | | 115,002 | | | | | | 115,002 | | |
PIPE Financing
|
| |
(2)
|
| | | | 425,000 | | | | | | 425,000 | | |
| | |
Note
|
| |
No redemption
scenario |
| |
Maximum
redemption scenario |
| ||||||
Payment to redeeming Public Stockholders
|
| |
(3)
|
| | | | — | | | | | | (105,002) | | |
Prepayment of notes payable
|
| |
(4)
|
| | | | (1,758) | | | | | | (1,758) | | |
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 Transaction Accounting 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
|
| | | | | | | 1,251,077 | | | | | $ | — | | | | | | 2,875,000 | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | 8,586 | | | | | $ | (3,586) | | | | | $ | 5,000 | | | | | | | 10,248,923 | | | | | $ | 102,489 | | | | | | — | | | | | $ | — | | |
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
|
| | | | | | | 1,656,077 | | | | | | — | | | | | | 2,875,000 | | | | | | — | | | | | | 6,743,933 | | | | | | 1 | | | | | | 21,103 | | | | | | (175,829) | | | | | | (154,725) | | | | | | | 10,248,923 | | | | | | 102,489 | | | | | | 90,789,268 | | | | | | 195,814 | | |
Transaction Accounting adjustments:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reclassification of HighCape’s redeemable shares to Class A common stock
|
| | | | | | | 10,248,923 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 102,488 | | | | | | — | | | | | | 102,489 | | | | | | | (10,248,923) | | | | | | (102,489) | | | | | | — | | | | | | — | | |
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
|
| | | | | | | 59,881,742 | | | | | | 6 | | | | | | 19,980,000 | | | | | | 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 |
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,586) | | | | | | 3,586 | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
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 Transaction Accounting adjustments
|
| | | | | | | 115,505,665 | | | | | | 12 | | | | | | 17,105,000 | | | | | | 2 | | | | | | (6,743,933) | | | | | | (1) | | | | | | 702,742 | | | | | | (4,427) | | | | | | 698,328 | | | | | | | (10,248,923) | | | | | | (102,489) | | | | | | (90,789,268) | | | | | | (195,814) | | |
Post-Business Combination equity balance
|
| | | | | | | 117,161,742 | | | | | $ | 12 | | | | | | 19,980,000 | | | | | $ | 2 | | | | | | — | | | | | $ | — | | | | | $ | 723,845 | | | | | $ | (180,256) | | | | | $ | 543,603 | | | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | |
| | | | | |
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
|
| | | | | | | 1,251,077 | | | | | $ | — | | | | | | 2,875,000 | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | 8,586 | | | | | $ | (3,586) | | | | | $ | 5,000 | | | | | | | 10,248,923 | | | | | $ | 102,489 | | | | | | — | | | | | $ | — | | |
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
|
| | | | | | | 1,656,077 | | | | | | — | | | | | | 2,875,000 | | | | | | — | | | | | | 6,743,933 | | | | | | 1 | | | | | | 21,103 | | | | | | (175,829) | | | | | | (154,725) | | | | | | | 10,248,923 | | | | | | 102,489 | | | | | | 90,789,268 | | | | | | 195,814 | | |
Transaction Accounting adjustments:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Reclassification of HighCape’s redeemable shares to Class A common stock
|
| | | | | | | 10,248,923 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 102,488 | | | | | | — | | | | | | 102,489 | | | | | | | (10,248,923) | | | | | | (102,489) | | | | | | — | | | | | | — | | |
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
|
| | | | | | | 59,881,742 | | | | | | 6 | | | | | | 19,980,000 | | | | | | 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 |
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,586) | | | | | | 3,586 | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
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 Transaction Accounting adjustments
|
| | | | | | | 105,005,665 | | | | | | 11 | | | | | | 17,105,000 | | | | | | 2 | | | | | | (6,743,933) | | | | | | (1) | | | | | | 597,741 | | | | | | (4,427) | | | | | | 593,326 | | | | | | | (10,248,923) | | | | | | (102,489) | | | | | | (90,789,268) | | | | | | (195,814) | | |
Post-Business Combination equity balance
|
| | | | | | | 106,661,742 | | | | | $ | 11 | | | | | | 19,980,000 | | | | | $ | 2 | | | | | | — | | | | | $ | — | | | | | $ | 618,844 | | | | | $ | (180,256) | | | | | $ | 438,601 | | | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | |
(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) | | | | | | — | | | | | | 2,373 | | | | | | — | | |
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) | | | | | | 1,066 | | | | | | 1,711 | | | | | | 400 | | |
Restricted stock units granted to consultants with performance condition
|
| | | | (4) | | | | | | — | | | | | | 1,700 | | | | | | — | | |
Stock options granted to select employees with service and performance condition
|
| | | | (5) | | | | | | 4,946 | | | | | | — | | | | | | — | | |
Total | | | | | | | | | | $ | 6,012 | | | | | $ | 20,558 | | | | | $ | 400 | | |
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
|
| |||
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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.
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| | 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. | |
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HighCape
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New Quantum-Si
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Special Meeting of the Board of Directors
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| 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. | |
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Stockholder Action by Written Consent
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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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HighCape
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New Quantum-Si
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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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HighCape
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New Quantum-Si
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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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| | | | stockholders given by New Quantum-Si shall be effective if given by electronic transmission in accordance with the DGCL. | |
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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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HighCape
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New Quantum-Si
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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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HighCape
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New Quantum-Si
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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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New Quantum-Si
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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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HighCape
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New Quantum-Si
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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.
|
| |
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.
|
|
|
Inspection of Books and Records
|
| |||
| 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. | |
|
Choice of Forum
|
| |||
| 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)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Claudia Drayton(6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
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 (13 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% | | |
| | |
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** |
| |||||||||||||||||||||||||||||||||||||||
Foresite Capital(10)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 8,438,413 | | | | | | 7.3% | | | | | | — | | | | | | — | | | | | | 1.6% | | | | | | 8,438,413 | | | | | | 8.0% | | | | | | — | | | | | | — | | | | | | 1.7% | | |
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 | |
Claudia Drayton | | |
53
|
| | Chief Financial Officer | |
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 and Chief Medical Advisor | |
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 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | 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 | | | |
| | | |
| | | | | F-25 | | | |
| | | | | F-26 | | | |
| | | | | F-27 | | | |
| | | | | F-28 | | | |
| | | | | F-29 | | | |
| | | | | F-30 | | |
| 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 | | |
|
Warrant liability
|
| | | | 4,525,250 | | |
|
Deferred underwriting fee payable
|
| | | | 4,025,000 | | |
|
Total Liabilities
|
| | |
|
8,696,808
|
| |
|
Commitments and Contingencies
|
| | | | | | |
|
Class A common stock subject to possible redemption, 10,248,923 shares at $10.00 per share
|
| | | | 102,489,230 | | |
| Stockholder’s 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; 1,656,077 issued
and outstanding (excluding 10,248,923 shares subject to possible redemption) |
| | | | 166 | | |
|
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
|
| | | | 8,585,940 | | |
|
Accumulated deficit
|
| | | | (3,586,390) | | |
|
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 (expense): | | | | | | | |
|
Interest earned on cash and cash equivalents held in Trust Account
|
| | | | 2,152 | | |
|
Change in fair value of warrant liability
|
| | | | (3,096,650) | | |
|
Transaction costs
|
| | | | (226,601) | | |
|
Net loss
|
| | | $ | (3,586,390) | | |
|
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
|
| | | $ | (1.16) | | |
| | |
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 and warrant liability |
| | | | 11,500,000 | | | | | | 1,150 | | | | | | — | | | | | | — | | | | | | 107,048,074 | | | | | | — | | | | | | 107,049,224 | | |
Sale of 405,000 Private Placement Units, net of warrant liability
|
| | | | 405,000 | | | | | | 41 | | | | | | — | | | | | | — | | | | | | 4,001,359 | | | | | | — | | | | | | 4,001,400 | | |
Class A common stock subject to possible redemption
|
| | | | (10,248,923) | | | | | | (1,025) | | | | | | — | | | | | | — | | | | | | (102,488,205) | | | | | | — | | | | | | (102,489,230) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,586,390) | | | | | | (3,586,390) | | |
Balance – December 31, 2020
|
| | | | 1,656,077 | | | | | $ | 166 | | | | | | 2,875,000 | | | | | $ | 288 | | | | | $ | 8,585,940 | | | | | $ | (3,586,390) | | | | | $ | 5,000,004 | | |
|
Cash Flows from Operating Activities:
|
| | | | | | |
|
Net loss
|
| | | $ | (3,586,390) | | |
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | |
|
Interest earned on marketable securities held in Trust Account
|
| | | | (2,521) | | |
|
Change in fair value of warrant liability
|
| | | | 3,096,650 | | |
|
Transaction costs
|
| | | | 226,601 | | |
|
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
|
| | | $ | 105,848,020 | | |
|
Change in value of Class A common stock subject to possible redemption
|
| | | $ | (3,358,790) | | |
|
Deferred underwriting fee payable
|
| | | $ | 4,025,000 | | |
|
Payment of offering costs through promissory note – related party
|
| | | $ | 99,627 | | |
|
Initial Classification of warrant liability in connection with Initial Public Offering and Private Placement
|
| | | $ | 1,428,600 | | |
| | |
As
Previously Reported |
| |
Adjustments
|
| |
As
Restated |
| |||||||||
Balance sheet as of September 9, 2020 (audited)
|
| | | | | | | | | | | | | | | | | | |
Warrant Liability
|
| | | $ | — | | | | | $ | 1,428,600 | | | | | $ | 1,428,600 | | |
Total Liabilities
|
| | | | 4,169,627 | | | | | | 1,428,600 | | | | | | 5,598,227 | | |
Class A Common Stock Subject to Possible Redemption
|
| | | | 107,276,620 | | | | | | (1,428,600) | | | | | | 105,848,020 | | |
Class A Common Stock
|
| | | | 118 | | | | | | 15 | | | | | | 133 | | |
Additional Paid-in Capital
|
| | | | 5,000,597 | | | | | | 226,586 | | | | | | 5,227,183 | | |
Accumulated Deficit
|
| | | | (1,000) | | | | | | (226,601) | | | | | | (227,601) | | |
Number of Class A Common Stock Subject to Redemption
|
| | | | 10,727,662 | | | | | | (142,860) | | | | | | 10,584,802 | | |
Balance sheet as of September 30, 2020 (unaudited)
|
| | | | | | | | | | | | | | | | | | |
Warrant Liability
|
| | | $ | — | | | | | $ | 1,825,433 | | | | | $ | 1,825,433 | | |
Total Liabilities
|
| | | | 4,113,342 | | | | | | 1,825,433 | | | | | | 5,938,775 | | |
Class A Common Stock Subject to Possible Redemption
|
| | | | 107,226,360 | | | | | | (1,825,433) | | | | | | 105,400,927 | | |
Class A Common Stock
|
| | | | 118 | | | | | | 19 | | | | | | 137 | | |
Additional Paid-in Capital
|
| | | | 5,050,857 | | | | | | 623,415 | | | | | | 5,674,272 | | |
Accumulated Deficit
|
| | | | (51,253) | | | | | | (623,434) | | | | | | (674,687) | | |
Number of Class A Common Stock Subject to Redemption
|
| | | | 10,722,636 | | | | | | (182,543) | | | | | | 10,540,093 | | |
Balance sheet as of December 31, 2020 (audited)
|
| | | | | | | | | | | | | | | | | | |
Warrant Liability
|
| | | $ | — | | | | | $ | 4,525,250 | | | | | $ | 4,525,250 | | |
Total Liabilities
|
| | | | 4,171,558 | | | | | | 4,525,250 | | | | | | 8,696,808 | | |
Class A Common Stock Subject to Possible Redemption
|
| | | | 107,014,480 | | | | | | (4,525,250) | | | | | | 102,489,230 | | |
Class A Common Stock
|
| | | | 120 | | | | | | 46 | | | | | | 166 | | |
| | |
As
Previously Reported |
| |
Adjustments
|
| |
As
Restated |
| |||||||||
Additional Paid-in Capital
|
| | | | 5,262,735 | | | | | | 3,323,205 | | | | | | 8,585,940 | | |
Accumulated Deficit
|
| | | | (263,139) | | | | | | (3,323,251) | | | | | | (3,586,390) | | |
Number of Class A Common Stock Subject to Redemption
|
| | | | 10,701,448 | | | | | | (452,525) | | | | | | 10,248,923 | | |
Three months ended September 30, 2020 (unaudited)
|
| | | | | | | | | | | | | | | | | | |
Change in fair value of warrant liability
|
| | | $ | — | | | | | $ | 396,833 | | | | | $ | 238,100 | | |
Transactions costs allocated to warrant liability
|
| | | | — | | | | | | 226,601 | | | | | | 226,601 | | |
Net loss
|
| | | | (50,253) | | | | | | (623,434) | | | | | | (673,687) | | |
Weighted average shares outstanding of Class A redeemable common stock
|
| | | | 11,500,000 | | | | | | — | | | | | | 11,500,000 | | |
Basic and diluted net loss per share, Class A redeemable common stock
|
| | | | 0.00 | | | | | | — | | | | | | 0.00 | | |
Weighted average shares outstanding of Class A and Class B
non-redeemable common stock |
| | | | 3,280,000 | | | | | | — | | | | | | 3,280,000 | | |
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock
|
| | | | (0.02) | | | | | | (0.14) | | | | | | (0.16) | | |
Period from June 10, 2020 (inception) to September 30, 2020 (unaudited)
|
| | | | | | | | | | | | | | | | | | |
Change in fair value of warrant liability
|
| | | $ | — | | | | | $ | 396,833 | | | | | $ | 238,100 | | |
Transactions costs allocated to warrant liability
|
| | | | — | | | | | | 226,601 | | | | | | 226,601 | | |
Net loss
|
| | | | (51,253) | | | | | | (623,434) | | | | | | (674,687) | | |
Weighted average shares outstanding of Class A redeemable common stock
|
| | | | 11,500,000 | | | | | | — | | | | | | 11,500,000 | | |
Basic and diluted net income per share, Class A redeemable common stock
|
| | | | 0.00 | | | | | | 0.00 | | | | | | 0.00 | | |
Weighted average shares outstanding of Class A and Class B
non-redeemable common stock |
| | | | 3,280,000 | | | | | | — | | | | | | 3,280,000 | | |
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock
|
| | | | (0.02) | | | | | | (0.14) | | | | | | (0.16) | | |
Period from June 10, 2020 (inception) to December 31, 2020 (audited)
|
| | | | | | | | | | | | | | | | | | |
Change in fair value of warrant liability
|
| | | $ | — | | | | | $ | 3,096,650 | | | | | $ | 3,096,650 | | |
Transactions costs
|
| | | | — | | | | | | 226,601 | | | | | | 226,601 | | |
Net loss
|
| | | | (263,139) | | | | | | (3,323,251) | | | | | | (3,586,390) | | |
Weighted average shares outstanding of Class A redeemable common stock
|
| | | | 11,500,000 | | | | | | — | | | | | | 11,500,000 | | |
Basic and diluted net income per share, Class A redeemable common stock
|
| | | | 0.00 | | | | | | — | | | | | | 0.00 | | |
Weighted average shares outstanding of Class A and Class B
non-redeemable common shares |
| | | | 3,100,220 | | | | | | — | | | | | | 3,100,220 | | |
Basic and diluted net loss per share, Class A and Class B non-redeemable common stock
|
| | | | (0.08) | | | | | | (1.08) | | | | | | (1.16) | | |
| | |
As
Previously Reported |
| |
Adjustments
|
| |
As
Restated |
| |||||||||
Cash Flow Statement for the Period from June 10, 2020 (inception) to September 30, 2020 (unaudited)
|
| | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (51,253) | | | | | $ | (623,434) | | | | | $ | (674,687) | | |
Allocation of initial public offering costs
|
| | | | | | | | | | 226,601 | | | | | | 226,601 | | |
Change in fair value of warrant liability
|
| | | | — | | | | | | 396,833 | | | | | | 396,833 | | |
Initial classification of warrant liability
|
| | | | — | | | | | | 1,428,600 | | | | | | 1,428,600 | | |
Initial classification of common stock subject to possible redemption
|
| | | | 107,276,620 | | | | | | (1,428,600) | | | | | | 105,848,020 | | |
Change in value of common stock subject to possible redemption
|
| | | | (50,260) | | | | | | (396,833) | | | | | | (447,093) | | |
Cash Flow Statement for the Period from June 10, 2020 (inception) to December 31, 2020 (audited)
|
| | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (263,139) | | | | | $ | (3,323,251) | | | | | $ | (3,586,390) | | |
Allocation of initial public offering costs
|
| | | | — | | | | | | 226,601 | | | | | | 226,601 | | |
Change in fair value of warrant liability
|
| | | | — | | | | | | 3,096,650 | | | | | | 3,096,650 | | |
Initial classification of warrant liability
|
| | | | — | | | | | | 1,428,600 | | | | | | 1,428,600 | | |
Initial classification of common stock subject to possible redemption
|
| | | | 107,276,620 | | | | | | (1,428,600) | | | | | | 105,848,020 | | |
Change in value of common stock subject to possible redemption
|
| | | | (103,590) | | | | | | (3,255,200) | | | | | | (3,358,790) | | |
| | |
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
|
| | | $ | (3,586,390) | | |
Redeemable Net Earnings
|
| | | | — | | |
Non-Redeemable Net Loss
|
| | | $ | (3,589,390) | | |
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
|
| | | $ | (1.16) | | |
| 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 asset, 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 fair value of warrant liability
|
| | | | (19.5)% | | |
|
Change in valuation allowance
|
| | | | (1.5)% | | |
|
Income tax provision
|
| | | | 0.0% | | |
| | |
Level
|
| |
December 31, 2020
|
| ||||||
Assets: | | | | | | | | | | | | | |
Cash and cash equivalents held in Trust Account – U.S. Treasury Securities Money
Market Fund |
| | | | 1 | | | | | $ | 115,002,152 | | |
Liabilities: | | | | | | | | | | | | | |
Warrant Liability – Public Warrants
|
| | | | 1 | | | | | $ | 4,370,000 | | |
Warrant Liability – Private Placement Warrants
|
| | | | 3 | | | | | $ | 155,250 | | |
Input
|
| |
September 9, 2020
(Initial Measurement) |
| |
September 30, 2020
|
| |
December 31, 2020
|
| |||||||||
Risk-free interest rate
|
| | | | 0.34% | | | | | | 0.34% | | | | | | 0.34% | | |
Trading days per year
|
| | | | 252 | | | | | | 252 | | | | | | 252 | | |
Expected volatility
|
| | | | 27.0% | | | | | | 27.0% | | | | | | 27.0% | | |
Exercise price
|
| | | $ | 11.50 | | | | | $ | 11.50 | | | | | $ | 11.50 | | |
Stock Price
|
| | | $ | 10.00 | | | | | $ | 10.00 | | | | | $ | 10.00 | | |
| | |
Private Placement
|
| |
Public
|
| |
Warrant Liabilities
|
| |||||||||
Fair value as of June 10, 2020 (inception)
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Initial measurement on September 9, 2020
|
| | | | 48,600 | | | | | | 1,380,000 | | | | | | 1,428,600 | | |
Change in valuation inputs or other assumptions
|
| | | | 106,650 | | | | | | 2,990,000 | | | | | | 3,096,650 | | |
Fair value as of December 31, 2020
|
| | | $ | 155,250 | | | | | $ | 4,370,000 | | | | | $ | 4,525,250 | | |
| | |
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 | | | | | | — | | |
Connecticut
|
| | | | 157,980 | | | | | | 2040 | | |
Tax credit carryforwards: | | | | | | | | | | | | | |
Federal research and development
|
| | | | 5,601 | | | | | | 2040 | | |
Connecticut research and development
|
| | | | 1,969 | | | | | | — | | |
Connecticut other
|
| | | | 58 | | | | | | 2025 | | |
| | |
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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: | |
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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 |
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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 |
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Name(s) of Subscriber: |
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Signature of Authorized Signatory of Subscriber: |
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Name of Authorized Signatory: |
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Title of Authorized Signatory: |
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Attention: |
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Email: |
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Facsimile No.: |
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Telephone No.: |
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Subscription Amount: $ |
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Number of Shares: |
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EIN Number: |
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| ☐ Limited Partnership | | | ☐ General Partnership | |
| ☐ Corporation | | | ☐ Revocable Trust | |
| ☐ Other Type of Trust (indicate type): | | |
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Name(s) of Subscriber: |
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Signature of Authorized Signatory of Subscriber: |
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Name of Authorized Signatory: |
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Title of Authorized Signatory: |
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Address for Notice to Subscriber: |
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Attention: |
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Email: |
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Facsimile No.: |
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Telephone No.: |
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Subscription Amount:$ |
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Number of Shares: |
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EIN Number: |
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| ☐ Individual | | | ☐ Limited Partnership | |
| ☐ Corporation | | | ☐ General Partnership | |
| ☐ Revocable Trust | | | | |
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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 |
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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 |
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Name(s) of Subscriber: |
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Signature of Authorized Signatory of Subscriber: |
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Name of Authorized Signatory: |
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Title of Authorized Signatory: |
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Address for Notice to Subscriber: |
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Attention: |
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Email: |
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Facsimile No.: |
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Telephone No.: |
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EIN Number: |
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| ☐ | | | Limited Partnership | | | ☐ | | |
General Partnership
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| ☐ | | | Corporation | | | ☐ | | | Revocable Trust | |
| ☐ | | | Other Type of Trust (indicate type): | | | | ||||
| ☐ | | | Other (indicate form of organization): | | | |
Stockholder
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Number of Shares of
Company Series A Preferred Stock |
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23rd Century Capital LLC
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| | | | 22,500,000 | | |
Jonathan M. Rothberg Children’s Trust 2012
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| | | | 2,500,000 | | |
| | | | HIGHCAPE CAPITAL ACQUISITION CORP. | | ||||||
| | | | By: | | |
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Exhibit
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Description
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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+ | | | Offer Letter of Employment, dated as of March 23, 2021 by and between Quantum-Si Incorporated and Claudia Drayton. | |
10.11+* | | | | |
10.12+* | | | | |
10.13+ | | | Consulting Agreement dated as of April 19, 2021 by and between Quantum-Si Incorporated and Michael Mina, M.D., Ph.D. | |
10.14* | | | | |
23.1 | | | | |
23.2 | | | | |
23.3 | | | Consent of White & Case LLP (included in Exhibit 5.1 and 8.1 hereto). | |
24.1 | | | | |
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 | |
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Name
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Title
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Date
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/s/ Kevin Rakin
Kevin Rakin
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Chief Executive Officer and Chairman of the Board
(Principal Executive Officer) |
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May 10, 2021
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/s/ Matt Zuga
Matt Zuga
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Chief Financial Officer, Chief Operating Officer and Director
(Principal Financial and Accounting Officer) |
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May 10, 2021
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*
David Colpman
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Director
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May 10, 2021
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*
Antony Loebel, M.D.
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Director
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May 10, 2021
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*
Robert Taub
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Director
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May 10, 2021
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Exhibit 4.1
SEE REVERSE FOR IMPORTANT NOTICE REGARDING OWNERSHIP AND TRANSFER RESTRICTIONS AND CERTAIN OTHER INFORMATIONINCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARECUSIP 74765K 10 5CLASS A COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONSSPECIMENFULLY PAID AND NON-ASSESSABLE SHARES OF THE CLASS A COMMON STOCK $0.0001 PAR VALUE, OF QUANTUM-SI INCORPORATED transferable on the books of the Company in Person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby, are issued and shall be held subject to all of the provisions of the Certificate of Incorporation, as amended, and the Bylaws, as amended, of the Company (copies of which are on file with the Company and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.WITNESS the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.0000001CHIEF EXECUTIVE OFFICER2020CHIEF FINANCIAL OFFICER
THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, SO FAR AS THE SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE BOARD TO DIVIDE THE SHARES INTO CLASSES OR SERIES AND TO DETERMINE AND CHANGE THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT NAMED ON THIS CERTIFICATE.The following abbreviations , when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:TEN COM TEN ENT IT TENTTEE- as tenants in common - as tenants by the entireties - as joint tenants with right of survivorship and not as tenants in common - trustee under Agreement datedUNIF GIFT MIN ACT- Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State)Additional abbreviations may also be used though not in the above list.For value received, hereby sell, assign and transfer untoPLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEEPLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE.Shares of the common stock represented by this certificate and do hereby irrevocably constitute and appointattorney, to transfer the said stock on the books of the within-named corporation with full power of substitution in the premises.DATEDNOTICE.The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular without alteration or enlargement or any change whatever.SIGNATURE GUARANTEED:5 APPROVEDSIGNATURE GUARANfEE MEDALLION PROGRAM), PURSUANTTOS.E.C. RULE17Ad-15.
Exhibit 10.10
Claudia Drayton | March 23, 2021 |
Dear Claudia:
On behalf of Quantum-Si, I am pleased to offer you a position as Chief Financial Officer beginning as soon as practical. You will report to John Stark. Your annualized compensation in this position will consist of an annual base salary of $330,000 paid in twice monthly pay periods, less required deductions.
For calendar year 2021, you will be eligible to receive a prorated discretionary bonus with a target of 50% your annual base salary based on goals, objectives, and performance metrics to be determined by Quantum-Si’s management. Such bonus will be paid in March, 2022. It will be a condition of your eligibility to receive any bonus that you remain employed with Quantum-Si through the scheduled date of payment of such bonus.
In addition to the outlined cash compensation, you will receive 120,000 restricted stock units in Quantum-Si, and 240,000 stock options in Quantum-Si that (i) will be subject to the approval of Quantum-Si’s Board of Directors, (ii) will be subject to the terms of the grant documents therefore, (iii) subject to continued service and the specific terms of your grant, will vest over a four year period with the following schedule: 25% on the last day of the calendar quarter of the one year anniversary of your start date, and 2.083% at the end of each month thereafter.
You will be based out of a Quantum-Si facility. You will receive a one-time taxable payment of $50,000 within 30 days of your move date, within your first 12 months of employment, to cover the costs of your relocation. Company will need supporting documentation that shows you have moved prior to payment being paid. Such payment will be recoverable in full by the company in the event you voluntarily terminate your employment prior to 12 months from your payment date (whether such voluntary termination occurs on, before, or after your start date).
Quantum-Si recognizes the need for employees to take time away from the office to creatively recharge. We also believe in taking personal responsibility for managing our own time, workload and results. For these reasons our Flexible Paid Time Off (FPTO) policy affords eligible employees the flexibility to be given an indeterminate amount of paid time off from work for vacation, personal or family obligations and other personal requirements, subject to the requirements of the policy, including advance notice and prior approval in Quantum-Si’s discretion. In no event will any employee be compensated for unused vacation time. You will also be eligible to participate in medical and other benefit plans in accordance with the rules and eligibility of those plans currently in effect. Health insurance shall commence on your start date. Further, while we expect you to remain with Quantum-Si for a long time, this letter is not an employment contract and you will be an at-will employee. This letter is subject to successful completion of a background check. By signing this letter, you authorize Quantum-Si to conduct such background check
Quantum-Si considers the protection of its confidential information, proprietary materials and goodwill to be extremely important. As a condition of this offer of employment, you are required to sign Quantum-Si’s Non-competition/Non-solicit, Confidentiality and Intellectual Property Agreement.
We appreciate your exceptional talent and are very excited about you joining our growing and dynamic team at Quantum-Si. We firmly believe that Quantum-Si offers a unique combination of emotional, intellectual, and interpersonal stimulation that will be truly enjoyable. As a member of our growing team you will be in the rare position of helping to shape the culture and direction of our organization. We have tremendous opportunities ahead of us, and I am confident you have the expertise required to help us achieve our objectives. If you have any questions regarding this offer, the position, or the company’s benefits programs, please do not hesitate to reach out.
Please note that this offer will expire on March 30, 2021 unless accepted by you in writing prior to such date.
Sincerely, |
Quantum-Si, Incorporated |
By: | /s/ John Stark |
Name: | John Stark |
Title: | Chief Executive Officer |
ACCEPTED AND AGREED:
Signature: | /s/ Claudia Drayton |
Name: | Claudia Drayton |
Address: |
Exhibit 10.13
CONSULTING AGREEMENT
Quantum-Si Incorporated
530
Old Whitfield St
Guilford CT 06437
April 19, 2021
Dr. Michael Mina
Dear Dr. Mina:
We are pleased that you (“Consultant”) have agreed to perform consulting services for Quantum-Si Incorporated (the “Company”). This letter is to confirm our understanding with respect to (i) Consultant rendering services to the Company, (ii) your agreement to protect and preserve information and property that is confidential and proprietary to the Company or other parties with whom the Company is affiliated or does business, including, but not limited to, 4Catalyzer Corporation (“4C”) and each of the other companies that has received or currently receives services from 4C (the terms and conditions agreed to in this letter shall hereinafter be referred to as the “Agreement”). The companies that currently receive services from 4C are AI Therapeutics, Inc., Hyperfine Research, Inc., Protein Evolution, Inc., Detect, Inc., and Tesseract Health, Inc. (such companies herein collectively the “Supported Companies”). In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, we have agreed as follows:
1. Services of Consultant.
(a) Consultant agrees to render consulting services to the Company. The principal services will be as the Chief Medical Officer (CMO) of the Company, and aiding in the specification, development and commercialization of therapeutic and diagnostic products and/or services relating to the Company’s business. From time to time Consultant and Company shall agree in writing (via email shall be sufficient) on the requirements and scope of each project, including any deliverables to be provided, and maximum hours billable for each such project. Each project shall be completed and all deliverables delivered within the agreed number of hours (any additional hours required shall be performed without additional charge). All materials and documents produced in connection with Consultant’s services, and all versions thereof, shall be kept in a shared folder maintained by Company. Company shall provide Consultant with access to such folder for such purpose. In performing consulting services for the Company, Consultant shall provide consultation at such times and locations as are mutually agreeable to the Company and Consultant. To the extent that Consultant has employees and/or agents that shall perform services on its behalf in connection with this Agreement, Consultant shall ensure that all such employees and agents adhere to the terms of this Agreement (as though each such employee or agent constitutes “Consultant” hereunder). Consultant shall be responsible and liable for any and all breaches of this Agreement caused by such employees or agents. In connection with Consultant’s performance of services, the Company shall have the right to publicize Consultant’s affiliation with the Company. Consultant shall use its best efforts in the performance of the services.
(b) Consultant acknowledges and agrees that it will be an independent contractor for all purposes including, but not limited to, payroll and tax purposes. Consultant shall not represent itself (or any of its employees or agents) as an employee or officer of the Company.
(c) Consultant acknowledges and agrees that it currently is not a party to, and during the term of this Agreement it will not enter into, any other, agreement, arrangement, understanding or other relationship pursuant to which Consultant is obligated to render advice and services to a commercial entity in the Company’s “Field of Interest.” The term “Field of Interest” with respect to the Company currently means in vitro biochemistry, including genomics/DNA sequencing, metabolomics, and proteomics. The Company may modify the definition of its Field of Interest by written notice to Consultant based on the activities in which the Company is then engaged or in which the Company then proposes to be engaged.
2. Term of Consulting Arrangement. The term of this Agreement shall commence on April 19, 2021 and shall continue until terminated by either party providing written notice thereof (the “Term”). The right of the Company or Consultant to terminate this Agreement, to which Consultant hereby agrees, shall be effective as of the date of such notice or as expressly indicated in such notice.
3. Compensation for Services. The Company shall pay as the exclusive compensation for the services and agreements hereunder for $22,500 per month for 60% of full-time service (“FTE”) provided by Consultant, payable monthly. Additionally, the Company shall grant you a non-qualified option to purchase up to 450,000 shares of the Company’s common stock vesting monthly (2.778%) over three (3) years beginning on May 31, 2021; provided however that during any monthly period when Consultant’s commitment to the Corporation is less than 60% FTE, the shares that vest that month will be reduced proportionately based on the reduction in FTE percentage relative to 60% FTE, and any shares that would have otherwise vested will be irrevocably forfeited back to the Corporation. The Company will reimburse reasonable out-of-pocket expenses incurred at the Company’s request from time to time.
4. Continuing Obligations. Consultant’s obligations and the Company’s obligations under this Agreement other than the provisions of Section 1 shall not be affected: (i) by any termination of this consulting arrangement, including termination upon the Company’s initiative; nor (ii) by any change in the nature of the services provided; nor (iii) by any interruption in the consulting arrangement.
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5. Prohibited Competition.
(a) Certain Acknowledgements and Agreements.
(i) Company and Consultant have discussed, and Consultant recognizes and acknowledges the competitive and proprietary nature of the Company’s business operations.
(ii) Consultant acknowledges and agrees that a business will be deemed competitive with the Company if such business performs any of the services or develops, manufactures or sells any of the products or services in the Company’s Field of Interest (hereinafter, “Competitive”).
(iii) Consultant further acknowledges and agrees that, during the course of performing services for the Company, the Company will furnish, disclose or make available to Consultant, and Consultant may develop, confidential and proprietary information related to the Company’s business. Consultant also acknowledges that such confidential information has been developed and will be developed by or on behalf of the Company through the expenditure by the Company of substantial time, effort and money.
(b) Covenants Not to Compete. Consultant shall not, without the prior written consent of the Company:
(i) during the Term and for a period of one (1) year after termination thereof, for itself or on behalf of any other person or entity, directly or indirectly, either as principal, agent, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in any business which is Competitive with the business of the Company within the United States of America (the “Restricted Territory”), except that nothing contained herein shall preclude Consultant from purchasing or owning securities of any such business if such securities are publicly traded, and provided that any holdings do not exceed three (3%) percent of the issued and outstanding securities of any class of securities of such business; or
(ii) during the Term and for a period of two (2) years after termination thereof, for itself or on behalf of or through any third party, service, solicit, divert or appropriate or attempt to service, solicit, divert or appropriate, for the purpose of engaging in a business Competitive with the business of the Company or any present or future parent, subsidiary or other affiliate of the Company which is engaged in a similar business as the Company, any customers or patrons of the Company, or any prospective customers or patrons with respect to which the Company has developed or made a sales presentation (or similar offering of services), located within the Restricted Territory; or
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(iii) during the Term and for a period of two (2) years after termination thereof, for itself or on behalf of or through any third party, directly or indirectly, solicit, entice or persuade or attempt to solicit, entice or persuade any employees of or consultants to the Company or any present or future parent, subsidiary or affiliate of the Company to leave the services of the Company or any such parent, subsidiary or affiliate for any reason or to directly or indirectly hire, employ or retain or offer to hire, employ or retain on behalf of any business Competitive with the business of the Company any employee of or consultants to the Company or any present or future parent, subsidiary or affiliate of the Company.
(c) Reasonableness of Restrictions. Consultant recognizes and acknowledges that (i) the types of services which are prohibited by this Section 5 are narrow and reasonable in relation to the scope of Consultant’s services which represent its principal salable asset both to the Company and to other prospective purchasers of Consultant’s services, and (ii) the specific but broad geographical scope of the provisions of this Section 5 is reasonable, legitimate and fair to Consultant in light of the Company’s need to market its services and sell its products in a large geographic area in order to have a sufficient customer base to make the Company’s business profitable and in light of the limited restrictions on the type of services prohibited herein compared to the types of services that Consultant provides.
(d) Survival of Acknowledgements and Agreements. Consultant’s acknowledgements and agreements set forth in this Section 5 shall survive the expiration or termination of this Agreement and the termination, for any reason, of consulting services.
6. Protected Information. Consultant shall at all times, both during the Term and after any termination of this Agreement, maintain in confidence and shall not, without the prior written consent of the Company, use, except in the course of performing consulting services for the Company, disclose or give to others any fact or information which was disclosed to or developed by Consultant during the course of performing services for, or receiving training from, the Company, (or any customer, vendor, or third party in connection with your services to Company, including, but not limited to, 4C and the Supported Companies), and is not generally available to the public including, but not limited to, this Agreement, the terms hereof, the fact that Company is working with or has had discussions with you, technical data, trade secrets, know-how, show-how, research, product plans, products, services, customer lists and customers, markets, software, developments, Inventions (as defined in paragraph 3), processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or any other scientific, technical, trade or business information of the Company (or any customer, vendor, or third party in connection with your services to Company, including, but not limited to, 4C and the Supported Companies) developed by you or disclosed to you by the Company either directly or indirectly in writing, orally or by drawings or observation (collectively, “Confidential Information”). Confidential Information shall additionally include, without limitation, the nature and existence of the discussions and of any relationship between the parties. For the avoidance of doubt, and notwithstanding anything herein to the contrary, Consultant shall not use or disclose any Confidential Information (including, but not limited to, product information, plans, ideas, designs, features, functions or specifications) to, or on behalf of, any third party in connection with promotion, marketing, or solicitation of any product, service or business. Consultant also agrees not to file patents, copyrights or trademark applications based on the Company’s technology, property or Confidential Information, nor seek to make improvements thereon, without the Company’s approval. Consultant agrees not to make any copies of such Confidential Information of the Company (except when appropriate for the furtherance of the business of the Company or duly and specifically authorized to do so) and promptly upon request by the Company, whether during or after the period of the consulting arrangement, to return to the Company or otherwise dispose of as requested by the Company any and all documentary, machine-readable or other elements or evidence of such Confidential Information, and any copies that may be in Consultant’s possession or control. In the event Consultant is questioned by anyone not employed by the Company or by an employee of or a consultant to the Company not authorized to receive such information, in regard to any such information or any other secret or confidential work of the Company, or concerning any fact or circumstance relating thereto, Consultant will promptly notify the President of the Company.
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Consultant shall label all documents that contain Company’s confidential and/or proprietary information as follows (with no additional confidentiality or intellectual property notices):
Quantum-Si Confidential & Proprietary
Copyright © [year] Quantum-Si Incorporated
7. | Ownership of Ideas, Copyrights and Patents. |
(a) Property of the Company. All ideas, discoveries, creations, manuscripts and properties, innovations, improvements, know-how, show-how, inventions (whether patentable or not), designs, trade secrets, developments, apparatus, techniques, methods, software, source and object code, technology, biological processes, cell lines, laboratory notebooks and formulas in or related to the Field of Interest, whether or not reduced to practice and whether or not patentable or copyrightable, which were or may be conceived, reduced to practice or developed during the Term or any other time during which Consultant is providing services to the Company or with the assistance of financial or other support from the Company (or if involving Confidential Information, conceived or developed during or after the Term) by Consultant, whether or not in conjunction with another or others, whether or not during business hours, and whether at the request or upon the suggestion of the Company or otherwise, (all of the foregoing, as well as any related improvements, modifications or derivatives thereof, being hereinafter referred to as the “Inventions”), shall be the sole and exclusive property of the Company. To the maximum extent permitted by law, the Inventions referred to in the prior sentence will be deemed “works made for hire” as the term is used in the United States Copyright Act. Consultant hereby assigns to the Company all worldwide right, title and interest in and to all of the Inventions, and all intellectual property rights therein, including the right to sue for and recover for past infringement. All Inventions shall constitute the Confidential Information of the Company, subject to the protections set forth in Section 6 of this Agreement. Consultant represents and warrants that it will conduct all services for or relating to the Company using its and/or Company’s equipment and resources (and no equipment or resource of any kind owned by any other person or business), such that any Inventions developed in connection with Consultant services to the Company shall be owned exclusively by the Company. Consultant agrees to maintain and furnish to the Company complete and current records of all such Inventions and to disclose to the Company in writing all such Inventions. Promptly after Company’s request, Consultant shall provide to the Company in writing a full, signed statement of all Inventions in which Consultant has participated.
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(b) Cooperation. At any time during or after the Term, Consultant agrees that it will fully cooperate with the Company its attorneys and agents, and the Company will compensate Consultant for time, effort and work in this regard during or after the Term as agreed to in Section 3 of this Agreement or as otherwise agreed by the Parties, in the preparation and filing of all papers and other documents as may be required to perfect the Company’s rights in and to any of such Inventions, including, but not limited to, promptly providing any facts or documents requested by Company pertaining to the Inventions, and joining in any proceeding to obtain letters patent, copyrights, trademarks or other legal rights of the United States and of any and all other countries on such Inventions, provided that the Company will bear the expense of such proceedings, and that any patent or other legal right so issued to Consultant shall be assigned by Consultant to the Company without charge. Consultant hereby designates the Company as its agent, and grants to the Company a power of attorney with full power of substitution (which power of attorney shall be deemed coupled with an interest), for the purpose of effecting the foregoing assignments to the Company.
8. Disclosure to Third Parties. Consultant agrees that Company may provide in its discretion, a copy of the covenants contained in Sections 1c, 5, 6 and 7 of this Agreement to any business or enterprise which Consultant may directly, or indirectly, own, manage, operate, finance, join, control or in which Consultant participates in the ownership, management, operation, financing or control, or with which Consultant may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise.
9. Records. Promptly after Company’s request, Consultant shall deliver to the Company or otherwise dispose of as requested by the Company any property of the Company which may be in Consultant’s possession including, but not limited to, all products, materials, memoranda, notes, keys, laboratory notebooks, records, data, reports, or documents, or copies of any of the foregoing.
10. No Conflicting Agreements. Consultant hereby represents and warrants that it has no commitments or obligations inconsistent with this Agreement. Consultant hereby agrees to indemnify and hold the Company harmless against any loss, damage, liability or expense arising from any claim based upon circumstances alleged to be inconsistent with such representation and warranty. During the term of this Agreement, Consultant will not enter into any agreement, either written or oral, which may conflict with this Agreement, and Consultant will arrange to provide services under this Agreement in such a manner and at such times that such services will not conflict with Consultant’s obligations under any other agreement, arrangement, understanding, or relationship that Consultant may have with any third party.
11. Independent Contractors. This Agreement does not constitute, and shall not be construed as constituting, an undertaking by the Company to hire Consultant (or any employee or agent thereof) as an employee of the Company. Consultant acknowledges that it will be working as an independent contractor only. Consultant will not be entitled to receive any of the benefits provided by the Company to its employees, and Consultant will be solely responsible for the payment of all federal, state and local taxes and contributions imposed or required on income, unemployment insurance, social security and any other law or regulation.
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12. General.
(a) Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s address set forth below or to such other address as a party may designate by notice hereunder, and shall be either (i) delivered by hand, (ii) sent by electronic internet mail, email, with a reply acknowledgement by recipient, (iii) sent by overnight courier, or (iv) sent by registered mail, return receipt requested, postage prepaid:
If to the Company: | Quantum-Si Incorporated |
530 Old Whitfield St | |
Guilford CT 06437 | |
Attn: Legal Dept. | |
If to Consultant: | At the address set forth on the last page of this Agreement. |
All notices, requests, consents and other communications hereunder shall be deemed to have been given either (i) if by hand, at the time of the delivery thereof to the receiving party at the address of such party set forth above, (ii) if made by email, at the time that receipt thereof has been acknowledged by electronic confirmation or otherwise, (iii) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier service, or (iv) if sent by registered mail, on the fifth business day following the day such mailing is made.
(b) Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.
(c) Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by the parties hereto.
(d) Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.
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(e) Assignment. The Company may assign its rights and obligations hereunder to any person or entity who succeeds to all or substantially all of the Company’s business or that aspect of the Company’s business in which Consultant is principally involved. Consultant’s rights and obligations under this Agreement may not be assigned without the prior written consent of the Company.
(f) Benefit. All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and, in the case of the Company, its parents, subsidiaries and other affiliates; and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this Agreement.
(g) Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the law of the Connecticut, without giving effect to the conflict of law principles thereof or any other state.
(h) Dispute Resolution.
(i) Any controversy, dispute or claim arising out of, related to or in connection with this Agreement that is not resolvable in a reasonable amount of time by diligent negotiation of the Parties to this Agreement shall be submitted for resolution to the exclusive jurisdiction of the United States District Court for the District of Connecticut sitting in New Haven County, or if that court is unable to exercise jurisdiction for any reason, the Connecticut State Courts sitting in New Haven County.
(ii) Company and Consultant each hereby irrevocably consent to the service of process in any lawsuit brought under this Agreement by delivery by hand to a party’s address set forth in Section 12(a) or by mailing copies thereof by certified mail, postage prepaid, to the party at its address set forth in Section 12(a).
(iii) Company and Consultant each hereby irrevocably consent to the exclusive jurisdiction of the United States District Court for the District of Connecticut and the Connecticut state courts sitting in New Haven County. Accordingly, with respect to any such court action, the Company and Consultant each hereby: (A) submit to the personal jurisdiction of these courts; (B) waive any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process; and (C) waive any objection to jurisdiction based on improper venue, improper jurisdiction, inconvenient forum, violation of public policy or any other basis.
(iv) Consultant and the Company each hereby expressly acknowledge that any breach or threatened breach of any of the terms and/or conditions set forth in Section 3, 5, 6 or 7 of this Agreement will result in substantial, continuing and irreparable injury to the non-breaching party. Therefore, in addition to any other relief to which the non-breaching party may be entitled, Consultant and the Company each hereby agree that the non-breaching party shall be entitled to temporary, preliminary and permanent injunctive or other equitable relief in the event of any breach or threatened breach of the terms of Section 3, 5, 6 or 7 of this Agreement, without the need to post any bond.
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(i) Severability. The parties intend this Agreement to be enforced as written. However, (i) if any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a duly authorized court having jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law; and (ii) if any provision, or part thereof, is held to be unenforceable because of the duration of such provision or the geographic area covered thereby, the Company and Consultant agree that the court making such determination shall have the power to reduce the duration and/or geographic area of such provision, and/or to delete specific words and phrases (“blue-penciling”), and in its reduced or blue-penciled form such provision shall then be enforceable and shall be enforced.
(j) Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify, or affect the meaning or construction of any of the terms or provisions hereof.
(k) No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of the party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.
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(l) Counterparts. This Agreement may be executed in one or more counterparts, and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
If the foregoing accurately sets forth our agreement, please so indicate by signing and returning to us the enclosed copy of this letter.
Very truly yours, | ||
Quantum-Si Incorporated | ||
By: | /s/ John Stark | |
Name: | John Stark | |
Title: | Chief Executive Officer |
Accepted and Agreed: | ||
By: | /s/ Michael Mina | |
Name: | Dr. Michael Mina |
Address: | ||
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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. 2 on Form S-4 of our report dated May 10, 2021, relating to the financial statements (restated) 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 | |
May 10, 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
May 10, 2021