Quotient Ltd (Form: 8-K, Received: 10/19/2021 16:17:07)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 15, 2021

QUOTIENT LIMITED

(Exact name of registrant as specified in its charter)

Jersey, Channel Islands

001-36415

Not Applicable

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

B1, Business Park Terre Bonne,

Route de Crassier 13,

1262 Eysins, Switzerland

Not Applicable

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 011-41-22-716-9800

n/a

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Ordinary Shares, nil par value

QTNT

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 15, 2021, Quotient Limited (the “Company” and, together with its consolidated subsidiaries, “we”, “us” and “our”) amended its employment agreement (the “Amendment”) with Manuel O. Méndez, its Chief Executive Officer, dated February 23, 2021, to provide for the cancellation of 181,159 of the Company’s restricted stock units and 138,227 of the Company’s stock options previously granted to Mr. Méndez, and in lieu thereof the Company agreed to promptly pay to Mr. Méndez $1,000,000 in cash, net of social security and tax cost deductions, to further support Mr. Méndez’s relocation to Switzerland. A copy of the Amendment is included as Exhibit 10.3 to this Current Report on Form 8-K.

The foregoing description of the terms of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Amendment, which is filed herewith as Exhibit 10.3 and is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

October 19, 2021


QUOTIENT LIMITED

By:		/s/ Manuel O. Méndez
		Name: Manuel O. Méndez
		Title: Chief Executive Officer

Exhibit 10.3

LOGO

Attention Manuel O. Méndez, Chief Executive Officer

October 15, 2021

Dear Manuel:

Reference is made to that certain Employment Agreement between you and Quotient Limited (the “Company”), dated as of February 23, 2021 and amended June 7 and October 5, 2021(the “Employment Agreement”).

The “Sign-On Equity Grant” provided by your Employment Agreement in Sections 5(a) and 5(b) of Schedule 1 will be reduced by respectively 181.159 Company restricted stock units and 138.227 Company stock options which will be cancelled in due proportion of the respective vesting calendars.

in lieu thereof the Company shall promptly pay to you in cash in U.S. Dollars 1,000,000 net of social security and tax cost deductions, to further support your relocation to Switzerland.

Please indicate your agreement to the foregoing by executing this letter in the space provided below and emailing it to me.

Sincerely,


/s/ Heino von Prondzynski
Quotient Limited

By:		Heino von Prondzynski
		Chairman of the Board

Acknowledged and Agreed:

/s/ Manuel O. Méndez
Manuel O. Méndez

Quotient Limited

Registered in Jersey, Channel Islands, number 109886

Registered office – 28 Esplanade, St Helier, Jersey, JE2 3QA, Channel Islands

Correspondence address—PO Box 1075, JTC House, 28 Esplanade, St Helier, Jersey, JE4 2QP, Channel Islands

Page 1/1


Exhibit		Description

10.1		Employment Agreement, dated as of February 23, 2021 (amended June 7, 2021), by and between Quotient Limited and Manuel O. Méndez (Filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q on August 5, 2021 and incorporated herein by reference).

10.2		Amendment to Employment Agreement, dated as of October 5, 2021, by and between Quotient Limited and Manuel O. Méndez (Filed as Exhibit 10.2 to our Current Report on Form 8-K on October 6, 2021 and incorporated herein by reference).

10.3*		Amendment to Employment Agreement, dated as of October 15, 2021, by and between Quotient Limited and Manuel O. Méndez.

104		The cover page for this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101)