As filed with the Securities and Exchange Commission on November 6, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QUOTIENT LIMITED
(Exact name of registrant as specified in its charter)
| Jersey, Channel Islands | Not applicable | |
|
(State or other jurisdiction of
|
(I.R.S. Employer
Identification Number) |
|
|
B1, Business Park Terre Bonne,
Route de Crassier 13, 1262 Eysins, Switzerland 011-41-22-716-9800 |
Not applicable | |
| (Address of principal executive offices) | (Zip Code) |
Quotient Limited
2014 Stock Incentive Plan
As adopted on March 31, 2014,
amended and restated on October 28, 2016,
further amended and restated on October 31, 2018, and
further amended and restated on October 29, 2020
(Full title of the Plan)
Jeremy Stackawitz
Quotient Biodiagnostics, Inc.
301 South State Street, Suite S-204
Newtown, Pennsylvania 18940
(215) 497-8820
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Per B. Chilstrom, Esq.
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
(212) 878-8000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
|
|
||||||||
|
Title of Securities to be Registered |
Amount
to be
|
Proposed
Maximum Offering Price Per Share(2) |
Proposed
Offering Price(2) |
Amount of Registration Fee |
||||
|
Ordinary Shares of nil par value per share |
750,000(3) | $5.13 | $3,847,500 | $419.76 | ||||
|
|
||||||||
|
|
||||||||
| (1) |
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional ordinary shares that become issuable under the Quotient Limited 2014 Stock Incentive Plan, as adopted on March 31, 2014, amended and restated on October 28, 2016, further amended and restated on October 31, 2018, and further amended and restated on October 29, 2020 (the “Third Amended and Restated 2014 Plan”), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding ordinary shares. |
| (2) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act. The offering price per ordinary share and the aggregate offering price is based upon the average of the high and low prices of the ordinary shares, as reported on the Nasdaq Global Market on November 5, 2020. |
| (3) |
Represents 750,000 additional ordinary shares reserved for issuance under the Third Amended and Restated 2014 Plan. See “Explanatory Note” for additional information. |
EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SHARES
Quotient Limited (the “Company”) has registered an aggregate of 4,720,205 ordinary shares for issuance under the Quotient Limited 2014 Stock Incentive Plan, as adopted on March 31, 2014, amended and restated on October 28, 2016, further amended and restated on October 31, 2018, and further amended and restated on October 29, 2020 (such plan, as amended and restated on October 31, 2018, the “Second Amended and Restated 2014 Plan”, and, as further amended and restated on October 29, 2020, the “Third Amended and Restated 2014 Plan”), pursuant to Registration Statements on Form S-8 (Nos. 333-195507, 333-214483, 333-218462, 333-225553, 333-228330, 333-232016 and 333-239432) filed with the Securities and Exchange Commission (the “SEC”) on April 25, 2014, November 7, 2016, June 2, 2017, June 11, 2018, November 9, 2018, June 7, 2019 and June 25, 2020, respectively (the “Prior Registration Statements”).
On October 29, 2020, at the annual general shareholders meeting of the Company, the shareholders of the Company approved the adoption of the Third Amended and Restated 2014 Plan, which reflected amendments to the Second Amended and Restated 2014 Plan to increase by 750,000 both the number of ordinary shares authorized for issuance and the maximum number of ordinary shares that may be issued upon the exercise of incentive stock options.
The Company is filing this Registration Statement on Form S-8 to register 750,000 additional ordinary shares reserved for issuance under the Third Amended and Restated 2014 Plan. Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Prior Registration Statements, except to the extent supplemented, amended or superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by the registrant with the SEC are hereby incorporated by reference herein, and shall be deemed to be a part of, this Registration Statement:
| • |
The description of the ordinary shares contained in Amendment No. 3 to the Registration Statement on Form 8-A/A (File No. 001-36415), filed with the SEC on October 30, 2015 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any amendments or reports filed for the purpose of updating such description; |
| • |
The Current Reports on Form 8 K filed with the SEC on July 23, 2020, September 8, 2020 (but only with respect to Items 1.01 and 8.01 and Exhibits 10.1, 99.2, 99.3 and 99.4 thereto), September 14, 2020 and November 2, 2020 (SEC Accession No. 0001564590-20-049411); |
| • |
The Annual Report on Form 10-K for the fiscal year ended March 31, 2020 filed with the SEC on June 12, 2020 pursuant to Section 13 of the Exchange Act; |
| • |
The Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2020 and September 30, 2020 filed with the SEC on August 6, 2020 and November 6, 2020, respectively; and |
| • |
The Definitive Proxy Statement on Schedule 14A filed with the SEC on July 27, 2020 pursuant to Section 14(a) of the Exchange Act (but only with respect to information required by Part III of the Company’s Annual Report on Form 10-K for the year ended March 31, 2020). |
In addition, all documents filed by the registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part of it from the respective dates of filing such documents; except as to any portion of any future annual, quarterly or current report or other document that is deemed furnished and not deemed filed under such provisions. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
| * |
Filed previously. |
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Eysins, Switzerland on November 6, 2020.
| Quotient Limited | ||||
| By: |
/s/ FRANZ WALT |
|||
| Name: | Franz Walt | |||
| Title: | Chief Executive Officer | |||
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Franz Walt, Peter Buhler and Ernest Larnach and each of them, as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and any additional related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (including post-effective amendments to the registration statement and any such related registration statements), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
|
Name |
Title |
Date |
||
|
/s/ FRANZ WALT Franz Walt |
Chief Executive Officer and Director (Principal Executive Officer) |
November 6, 2020 | ||
|
/s/ PETER BUHLER Peter Buhler |
Chief Financial Officer (Principal Financial Officer) |
November 6, 2020 | ||
|
/s/ ERNEST LARNACH Ernest Larnach |
Head of Financial Accounting & Treasury (Principal Accounting Officer) |
November 6, 2020 | ||
|
/s/ ISABELLE BUCKLE Isabelle Buckle |
Director | November 6, 2020 | ||
|
/s/ FREDERICK HALLSWORTH Frederick Hallsworth |
Director | November 6, 2020 | ||
|
/s/ CATHERINE LARUE Catherine Larue |
Director | November 6, 2020 | ||
|
/s/ BRIAN MCDONOUGH Brian McDonough |
Director | November 6, 2020 | ||
|
/s/ ZUBEEN SHROFF Zubeen Shroff |
Director | November 6, 2020 | ||
|
/s/ HEINO VON PRONDZYNSKI Heino von Prondzynski |
Director | November 6, 2020 | ||
|
Name |
Title |
Date |
||
|
/s/ JOHN WILKERSON John Wilkerson |
Director | November 6, 2020 | ||
|
/s/ JEREMY STACKAWITZ Jeremy Stackawitz |
Authorized Representative in the United States | November 6, 2020 | ||
Exhibit 5.1
|
47 Esplanade
T +44 (0)1534 888900
|
| Our ref JMW/LS/1053601.0002 | ||
|
Quotient Limited 28 Esplanade St Helier Jersey JE2 3QA |
6 November 2020
|
Dear Sirs and Madams
Quotient Limited
| 1. |
BACKGROUND |
| 1.1 |
We have acted as Jersey legal advisers to the Company in connection with the registration statement on Form S-8 dated 6 November 2020 (the “Form S-8”) relating to the Company’s Third Amended and Restated 2014 Equity Incentive Plan (as amended through the date hereof, the “Plan”). |
| 1.2 |
Under the Plan, the Company may from time to time grant options and other awards (together, “Awards”) relating to Plan Shares (as defined below) to employees, directors, consultants, advisors and other individuals upon whose judgment, initiative and efforts the successful conduct and development of the Company’s business largely depends (each such person being a “Participant”). |
| 2. |
DOCUMENTS EXAMINED |
| 2.1 |
For the purposes of this opinion we have examined and relied upon copies of the following documents: |
| 2.1.1 |
the Form S-8 in the form in which it is to be filed with the US Securities and Exchange Commission; |
| 2.1.2 |
the Company’s memorandum and articles of association in force as at the date hereof; |
| 2.1.3 |
the form of the Plan approved by the directors of the Company on 22 July 2020 and the shareholders of the Company on 29 October 2020; and |
| 2.1.4 |
a consent in connection with the Plan issued to the Company by the Jersey Financial Services Commission pursuant to the Control of Borrowing (Jersey) Order 1958, as amended, dated 11 April 2014. |
Carey Olsen Jersey LLP is registered as a limited liability partnership in Jersey with registered number 80.
Quotient Limited
6 November 2020
Page 2
| 2.2 |
For the purposes of this opinion, we have not: |
| 2.2.1 |
examined any other document relating to the Plan or the Plan Shares (including, without limitation, any document incorporated by reference in, or otherwise referred to in, the Form S-8); or |
| 2.2.2 |
undertaken any exercise that is not described in this opinion and, in particular, we have not conducted any searches or enquiries in relation to the Company at any public office or registry in Jersey. |
| 2.3 |
In this opinion: |
| 2.3.1 |
“non-assessable” means, in relation to any Plan Shares, that no further sum shall be payable by a holder of those Plan Shares in respect of the issue price of those Plan Shares pursuant to an Award made under the Plan; and |
| 2.3.2 |
“Plan Shares” means those 750,000 no par value ordinary shares in the capital of the Company that are the subject of the Form S-8 which may be issued to a Participant pursuant to, or in connection with, an Award made or to be made under the Plan. |
| 2.4 |
In this opinion, headings are for convenience only and do not affect its interpretation. |
| 3. |
ASSUMPTIONS |
| 3.1 |
In giving this opinion, we have assumed: |
| 3.1.1 |
that the Plan has been, and will at all times be, operated in accordance with its terms; |
| 3.1.2 |
that the Company’s board of directors (or a duly authorised committee or such persons as a duly authorised committee may appoint in accordance with the terms of the Plan): |
| (a) |
will duly authorise and grant all Awards relating to Plan Shares to be granted; and |
| (b) |
will resolve to satisfy all Awards relating to Plan Shares to be granted by the Company in a manner consistent with their fiduciary duties and in accordance with the terms of the Plan and the Company’s articles of association; |
| 3.1.3 |
that a meeting of the Company’s board of directors (or a duly authorised committee thereof) has been, or will be, duly convened and held at which it was, or will be, resolved to allot and issue the relevant Plan Shares to the relevant Participant; |
| 3.1.4 |
that no allotment and issue of Plan Shares will result in any limit on the number of shares the Company is permitted to issue pursuant to its memorandum of association being exceeded (it being noted that, as at the date of this Opinion, the memorandum of association of the Company permits it to issue an unlimited number of shares); |
| 3.1.5 |
that all Plan Shares have been, or will be, duly allotted and in accordance with the Company’s articles of association; |
| 3.1.6 |
the authenticity, accuracy, completeness and conformity to original documents of all documents and certificates examined by us; |
| 3.1.7 |
that all signatures purporting to be on behalf of (or to witness the execution on behalf of) the Company or any officer of the Company or of one of its subsidiaries are genuinely those of the persons whose signatures they purport to be; |
Quotient Limited
6 November 2020
Page 3
| 3.1.8 |
that there is no provision of any law (other than Jersey law) that would affect anything in this opinion; and |
| 3.1.9 |
that no event occurs after today’s date that would affect anything in this opinion. |
| 3.2 |
We have not independently verified the above assumptions. |
| 4. |
OPINION |
As a matter of Jersey law and based on, and subject to, the assumptions, limitations and qualification set out in this opinion, we are of the opinion that any Plan Shares to be allotted and issued to a Participant under the Plan in settlement of an Award or otherwise pursuant to the Plan will be validly issued, fully paid and non-assessable upon the receipt in full by the Company of all amounts payable by the Participant under the Plan in respect of such Award and/or such Plan Shares and entry of the name of the Participant as the holder of those Plan Shares in the Company’s register of members.
| 5. |
QUALIFICATION |
Our opinion is subject to any matter of fact not disclosed to us.
| 6. |
JERSEY LAW |
This opinion is limited to matters of, and is interpreted in accordance with, Jersey law as at the date of this opinion. We express no opinion with respect to the laws of any other jurisdiction. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may come to our attention or any changes in law which may occur, after the date of this opinion.
| 7. |
BENEFIT OF OPINION |
| 7.1 |
This opinion is addressed to the Company in connection with the filing of the Form S-8 with the US Securities and Exchange Commission. |
| 7.2 |
We consent to the disclosure of this opinion as an exhibit to the Form S-8 and its filing with the US Securities and Exchange Commission. |
Yours faithfully
/s/ Carey Olsen Jersey LLP
Carey Olsen Jersey LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Third Amended and Restated 2014 Plan of Quotient Limited of our report dated June 12, 2020, with respect to the consolidated financial statements of Quotient Limited included in its Annual Report (Form 10-K) for the year ended March 31, 2020, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Belfast, United Kingdom
November 6, 2020