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): October 5, 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 5, 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 (as previously amended, the “Employment Agreement”), to provide for (i) the surrender of Mr. Méndez’s entitlement to the guaranteed portion of his Discretionary Bonus for the Company’s fiscal year ending in 2022, which under the Employment Agreement is 600,000 Swiss Francs, (ii) the Company’s prompt payment in cash to Mr. Méndez of 600,000 Swiss Francs, net of social security cost deductions, to further support Mr. Méndez’s relocation to Switzerland. Mr. Méndez’s surrender of his entitlement to the guaranteed portion of his Discretionary Bonus does not affect his eligibility for additional bonus compensation that may be awarded by the Company’s Board of Directors in its sole discretion. The Amendment also confirms that, as provided in Mr. Méndez’s original Employment Agreement, the Company will reimburse Mr. Méndez, net of social security cost deductions, for all expenses incurred by Mr. Méndez in connection with his relocation to Switzerland, and that for relocation expenses incurred prior to the earlier of December 31, 2021 and Mr. Méndez’s move into his primary residence in Switzerland, such reimbursements will also be paid to Mr. Méndez net of tax deductions. 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. The Employment Agreement was originally filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 1, 2021 and is also incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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 10.2 to our Current Report on Form 8-K on March 1, 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.
104	The cover page for this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101)

* Filed herewith

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 6, 2021

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

EX-10.2

Exhibit 10.2

Attention Manuel O. Méndez, Chief Executive Officer

October 5, 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, 2021 (the “Employment Agreement”). Your Employment Agreement provides for a “Discretionary Bonus” and further provides that for the Company’s fiscal year ending in 2022, your Discretionary Bonus shall be not less than 80% of your Base Compensation of Swiss Francs 750,000, which is Swiss Francs 600,000 (the “Guaranteed 2022 Portion of the Discretionary Bonus”).

Your entitlement to the Guaranteed 2022 Portion of the Discretionary Bonus shall be surrendered and in lieu thereof the Company shall promptly pay to you in cash in Swiss Francs 600,000, net of social security cost deductions, to further support your relocation to Switzerland. Your eligibility for the remainder of the Company’s fiscal year 2022 Discretionary Bonus is unchanged.

The Company will continue reimbursing pursuant to the terms of the Employment Agreement, net of social security cost deductions, expenses incurred by you in connection with your relocation to Switzerland. For relocation expenses incurred before the earlier of (i) December 31, 2021 and (ii) your moving into your primary residence in Switzerland, such reimbursements will also be paid to you net of taxes deductions.

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

XML

Document and Entity Information	Oct. 05, 2021
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	Oct. 05, 2021
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, Postal Zip Code	1262
Entity Address, City or Town	Eysins
Entity Address, Country	CH
City Area Code	011-41-22
Local Phone Number	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