Quotient Ltd (Form: 8-K, Received: 01/14/2022 16:02:58)

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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): January 12, 2022

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 January 12, 2022, Quotient Limited (the “Company”) amended its employment agreement (the “Amendment”) with Manuel O. Méndez, its Chief Executive Officer, dated February 23, 2021 (as amended, the “Employment Agreement”), to provide for (i) the payment by the Company to Mr. Méndez of a relocation allowance in the aggregate maximum amount of CHF 1’262’536 including an allowance of CHF 217’200 that will be payable to Mr. Méndez only if he acquires a primary residence in Switzerland by March 31, 2022, and (ii) the deletion from the Employment Agreement of all provisions under which Mr. Méndez otherwise would be entitled to payment or reimbursement of expenses incurred in connection with his relocation from the United States to Switzerland. The Amendment provides that various amounts previously paid by the Company on account of Mr. Méndez’s relocation expenses will be credited against the relocation allowance, leaving a balance that is payable to Mr. Méndez of CHF 261’700 (but as described above, CHF 217’200 of that amount will be payable only if Mr. Méndez acquires a primary residence in Switzerland by March 31, 2022). The relocation allowance is payable net of deductions for social security costs and taxes. A copy of the Amendment is included as Exhibit 10.2 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 10.2 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.

January 14, 2022


QUOTIENT LIMITED

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

Exhibit 10.4

LOGO

January 12, 2022

Manuel O. Méndez

Chief Executive Officer

Dear Manuel:

Reference is made to the Employment Agreement between you and Quotient Limited (the “Company”), dated as of February 23, 2021 and as amended June 7, 2021 and October 5, 2021. This will confirm that with the approval of the Company’s Board of Directors, you and the Company have agreed to amend the Employment Agreement by deleting Sections 2.4.1, 2.4.5, 2.4.6, 2.4.7, 2.4.8, 2.4.11, deleting the one before last paragraph relating to reimbursement of relocation expenses of the letter amendment dated October 5, 2021, and adding the following:

“To defray certain of the costs incurred and to be incurred by you in relocating from the United States to Switzerland at the Company’s request, you shall be entitled to a relocation allowance in the aggregate maximum amount of CHF 1’262’536, of which CHF 217’200 will be payable if you acquire a primary residence in Switzerland by March 31, 2022. The relocation allowance is payable net of deductions for social security costs and taxes. You acknowledge and agree that the Company previously has paid directly or reimbursed you for relocation-related expenses in the aggregate amount of CHF 1’000’836, which amounts will be credited against the relocation allowance described above. The Company will pay you CHF 44’500 on account of your relocation allowance on or before January 31, 2022 and will pay the balance of the relocation allowance (which will be CHF 217,200) when you acquire a primary residence in Switzerland (only if such primary residence is acquired by you on or before March 31, 2022). You further acknowledge and agree that except for the relocation allowance provided for above, the Company will have no obligation to pay or reimburse any relocation-related expenses incurred by you.”

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

Sincerely,

Quotient Limited


By:		/s/ Heino von Prondzynski
		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 (Filed as Exhibit 10.3 to our Current Report on Form 8-K on October 15, 2021 and incorporated herein by reference).

10.4*		Amendment to Employment Agreement, dated as of January 12, 2022, 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)