8-K

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): December 22, 2020 (December 21, 2020)

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 December 21, 2020, Edward Farrell notified Quotient Limited (the “Company”) that he is resigning as the Company’s Chief Operating Officer for personal reasons. Under Mr. Farrell’s employment agreement, unless the Company elects otherwise, the resignation will take effect 12 months after such notice was given. The Company will not seek to replace Mr. Farrell and all persons currently reporting to Mr. Farrell will instead report directly to Franz Walt, the Company’s Chief Executive Officer.

Item 7.01 Regulation FD Disclosure.

On December 22, 2020, the Company issued a press release, which is furnished as an exhibit, announcing Mr. Farrell’s resignation.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under such section, nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit    No.	Description
99.1	Press Release, “Quotient Limited Announces Departure of Chief Operating Officer,” dated December 22, 2020
104	The cover page for this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

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.

December 22, 2020

QUOTIENT LIMITED
By:	/s/ Franz Walt
Name:	Franz Walt
Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

Quotient Limited Announces Departure of

Chief Operating Officer

JERSEY, Channel Islands, 22 December 2020 (GLOBE NEWSWIRE) — Quotient Limited (NASDAQ:QTNT), a commercial-stage diagnostics company (the Company), today announced that on December 21, 2020, Ed Farrell delivered a notice of resignation from his position as the Company’s Chief Operating Officer. Under Mr. Farrell’s employment agreement, unless the Company elects otherwise, the resignation will take effect 12 months after the notice was given. Mr. Farrell stated that his resignation was due to personal reasons.

Franz Walt, the Company’s Chief Executive Officer, commented, “Ed has made a significant contribution to Quotient over the past seven years. We thank him for his collaboration and wish him every success in his future endeavors.”

Mr. Walt added that Quotient will not seek to replace Mr. Farrell and Mr. Farrell’s direct reports instead will report directly to Mr. Walt. “We will miss Ed, but we have complete confidence that we continue to have the personnel and resources needed to advance and bring our innovative MosaiQ technology to market as planned,” said Mr. Walt.

About Quotient Limited

Building on over 30 years of experience in transfusion diagnostics, Quotient is a commercial-stage diagnostics company committed to delivering solutions that reshape the way diagnostics is practiced. MosaiQ, Quotient’s proprietary multiplex microarray technology, offers the world’s first fully automated, consolidated testing platform, allowing for multiple tests across different modalities. MosaiQ is designed to be a game-changing solution, which Quotient believes will increase efficiencies, improve clinical practice, deliver significant workflow improvements, and operational cost savings to laboratories around the world. In response to the global effort to combat COVID-19, Quotient developed the MosaiQ COVID-19 Antibody Microarray which is CE marked and has received the U.S. FDA Emergency Use Authorization. Quotient’s operations are based in Eysins, Switzerland, Edinburgh, Scotland and Newtown, Pennsylvania.

The Quotient logo and MosaiQ^™ are registered trademarks or trademarks of Quotient Limited and its subsidiaries in various jurisdictions.

Contact: Peter Buhler, Chief Financial Officer, IR@quotientbd.com; +41 22 545 52 26

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Document and Entity Information	Dec. 21, 2020
Cover [Abstract]
Entity Registrant Name	Quotient Ltd
Entity Tax Identification Number	00-0000000
Amendment Flag	false
Entity Central Index Key	0001596946
Document Type	8-K
Document Period End Date	Dec. 21, 2020
Entity Incorporation State Country Code	Y9
Entity File Number	001-36415
Entity Address, Address Line One	B1
Entity Address, Address Line Two	Business Park Terre Bonne
Entity Address, Address Line Three	Route de Crassier 13
Entity Address, City or Town	1262 Eysins
Entity Address, Postal Zip Code	1262
Entity Address, Country	CH
City Area Code	011-41
Local Phone Number	22-716-9800
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Ordinary Shares, nil par value
Trading Symbol	QTNT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false