S-8 1 brhc10043872_s8.htm S-8
As filed with the Securities and Exchange Commission on November 10, 2022
Registration No.  333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
QUANTUM-SI INCORPORATED
(Exact name of registrant as specified in its charter)


Delaware
85-1388175
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)

530 Old Whitfield Street
Guilford, Connecticut 06437
Telephone: (203) 458-7100
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
Performance-Based Non-Qualified Stock Option Agreements
 (Full title of the plan)
 
Claudia Drayton
Chief Financial Officer
Quantum-Si Incorporated
530 Old Whitfield Street
Guilford, Connecticut 06437
Telephone: (203) 458-7100
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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 definition 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          ☐ (Do not check if smaller company)
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.   ☐
 
EXPLANATORY NOTE
 
This Registration Statement registers an aggregate of 2,780,000 shares (the “Shares”) of Class A common stock, par value $0.0001 per share (the “Class A common stock”), of Quantum-Si Incorporated (the “Registrant”), consisting of an anticipated number of shares that may be issued upon exercise of performance-based non-qualified stock options granted to Jeffrey Hawkins in accordance with Nasdaq Listing Rule 5635(c)(4) as an inducement material to his entering into employment with the Registrant as the Registrant’s Chief Executive Officer.  In accordance with the instructional Note to Part I of Form S-8 as promulgated by the Securities and Exchange Commission (the “Commission”), the information specified by Part I of Form S-8 has been omitted from this Registration Statement on Form S-8 with respect to the Shares.
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.
Incorporation of Documents by Reference.
 
The following documents filed by the Registrant with the Commission are incorporated herein by reference:
 
  (a)
our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Commission on March 1, 2022;
 

 (b)
our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022 filed with the Commission on May 10, 2022, our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022 filed with the Commission on August 8, 2022, and our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022 filed with the Commission on November 8, 2022;
 
(c)   our Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 29, 2022 (excluding those portions that are not incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2021);
 
(d)   our Current Reports on Form 8-K as filed with the Commission on January 4, 2022, February 14, 2022, May 9, 2022, May 16, 2022, June 10, 2022, June 16, 2022, and October 4, 2022 (other than any portions thereof deemed furnished and not filed); and
 
(e)   the description of our capital stock contained in our registration statement on Form 8-A (File No. 001-39486) filed on September 2, 2020, under the Exchange Act, including any amendments or reports filed for the purpose of updating such description.
 
All reports and other documents filed by the Registrant after the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents.  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 4.
Description of Securities.
 
Not applicable.
 
Item 5.
Interests of Named Experts and Counsel.
 
The validity of the issuance of the shares of Common Stock registered under this Registration Statement has been passed upon for the Registrant by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and members of that firm own an aggregate of approximately 55,621 shares of Common Stock of the Registrant.
 
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Item 6.
Indemnification of Directors and Officers.
 
Section 145 of the Delaware General Corporation Law (the “DGCL”), permits a corporation to indemnify its directors and officers against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlements actually and reasonably incurred by them in connection with any action, suit or proceeding brought by third parties. The directors or officers must have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reason to believe their conduct was unlawful. In a derivative action, an action only by or in the right of the corporation, indemnification may be made only for expenses, including attorney’s fees, actually and reasonably incurred by directors and officers in connection with the defense or settlement of an action or suit, and only with respect to a matter as to which they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation. No indemnification shall be made if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action or suit was brought determines upon application that the defendant officers or directors are fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability. The amended and restated certificate of incorporation and the amended and restated bylaws of the registrant provide that the registrant may indemnify its directors, officers, employees or agents to the fullest extent permitted by applicable law.
 
Section 102(b)(7) of the DGCL permits a corporation to provide in its charter that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for payments of unlawful dividends or unlawful stock purchases or redemptions or (4) for any transaction from which the director derived an improper personal benefit. The current certificate of incorporation of the registrant provide for such limitation of liability.
 
We have entered into indemnification agreements with each of our directors and executive officers in which we have agreed to indemnify and hold harmless, and also advance expenses as incurred, to the fullest extent permitted under applicable law, against all expenses, losses and liabilities incurred by the indemnitee or on the indemnitee’s behalf arising from the fact that such person is or was a director, officer, employee or agent of our company or our subsidiaries.
 
The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, our amended and restated certificate of incorporation, our amended and restated bylaws, any agreement, any vote of stockholders or disinterested directors or otherwise.
 
We maintain standard policies of insurance that provide coverage (1) to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (2) to us with respect to indemnification payments that we may make to such directors and officers.
 
Item 7.
Exemption from Registration Claimed.
 
Not applicable.
 
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Item 8.
Exhibits.
 
Exhibit
Number
  
Exhibit Description
  
Filed
Herewith
  
Incorporated
by
Reference
herein from
Form or
Schedule
  
Filing Date
  
SEC File/
Reg.
Number
 
Second Amended and Restated Certificate of Incorporation of Quantum-Si Incorporated
      
Form 8-K
(Exhibit 3.1)
  
6/15/2021
  
001-39486
                     
 
Amended and Restated Bylaws of Quantum-Si Incorporated
      
Form 10-K
(Exhibit 3.2)
  
3/1/2022
  
001-39486
                     
 
Specimen Class A Common Stock Certificate
      
Form S-4/A
(Exhibit 4.1)
  
5/11/2021
  
333-253691
                     
 
Warrant Agreement, dated as of September 3, 2020, by and between Quantum-Si Incorporated (formerly HighCape Capital Acquisition Corp.) and Continental Stock Transfer & Trust Company
      
Form 8-K
(Exhibit 4.1)
  
9/9/2020
  
001-39486
                     
 
Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
  
X
            
                     
 
Consent of Deloitte & Touche LLP, independent registered public accounting firm
  
X
            
                     
 
Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1)
  
X
 
            
                     
 
Power of Attorney (included on the signature page hereof)
  
X
            
                     
 
Form of Performance-Based Non-Qualified Stock Option Agreement
  
X
            
                     
 
Filing Fee Table
  
X
            

+ Denotes management contract or compensatory plan or arrangement
 
Item 9.
Undertakings.
 
The undersigned Registrant hereby undertakes:
 
(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 
(i)  To include any prospectus required by Section 10(a)(3) of the Securities Act;
 
(ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
 
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
 
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
 
(2)  That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by a director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, 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 the City of Guilford, State of Connecticut, on November 10, 2022.
 
QUANTUM-SI INCORPORATED



By:
/s/ Jeffrey Hawkins


Jeffrey Hawkins


Chief Executive Officer

Each person whose signature appears below constitutes and appoints each of Jeffrey Hawkins and Claudia Drayton, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this registration statement (and any additional registration statement related hereto permitted by Rule 462(b) promulgated under the Securities Act (and all further amendments, including post-effective amendments, thereto)), and to file the same, with all exhibits thereto, and 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 he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her 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 dates indicated.
 
Signature
  
Title
  
Date
         
/s/ Jeffrey Hawkins
  
Chief Executive Officer and Director
(Principal Executive Officer)
  
November 10, 2022
Jeffrey Hawkins
         
/s/ Claudia Drayton
  
Chief Financial Officer (Principal Financial and Accounting Officer)
  
November 10, 2022
Claudia Drayton
         
/s/ Jonathan M. Rothberg, Ph.D.
  
Chairman
  
November 10, 2022
Jonathan M. Rothberg, Ph.D.
 
/s/ Vikram Bajaj, Ph.D.
  
Director
  
November 10, 2022
Vikram Bajaj, Ph.D.
         
/s/ Marijn Dekkers, Ph.D.
  
Director
  
November 10, 2022
Marijn Dekkers, Ph.D.
         
/s/ Ruth Fattori
  
Director
  
November 10, 2022
Ruth Fattori
         
/s/ Brigid A. Makes
  
Director
  
November 10, 2022
Brigid A. Makes
         
/s/ Michael Mina, M.D., Ph.D.
  
Director
  
November 10, 2022
Michael Mina, M.D., Ph.D.
         
/s/ Kevin Rakin
  
Director
  
November 10, 2022
Kevin Rakin


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