Quantum-Si Inc
For the period ended Dec 31, 2023. Filed Feb 29, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 29, 2024
QSI$1.28-6.6%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
|---|
(a) The following documents are filed as part of this Annual Report on Form 10-K:
(i) Financial Statements (included in Item 8 of this Annual Report on Form 10-K):
The following Consolidated Financial Statements of the Company and the Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm, are included in Part II, Item 8 of this Annual Report on Form 10-K:
Report of Independent Registered Public Accounting Firm - Deloitte & Touche LLP
Consolidated Balance Sheets as of December 31, 2023 and 2022
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023, 2022 and 2021
Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the years ended December 31, 2023, 2022 and 2021
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021
Notes to the Consolidated Financial Statements
(ii) Financial Statement Schedules.
All schedules are omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or the Notes thereto.
(iii) Exhibits.
The exhibits required by Item 601 of Regulation S-K are listed in paragraph (b) below.
(b) Exhibits.
The following exhibits are filed herewith or are incorporated by reference to exhibits filed with the SEC:
| Exhibit Number | Exhibit Description | Filed Herewith | Incorporated by Reference Herein from Form or Schedule | Filing Date | SEC File/ Reg. Number |
|---|---|---|---|---|---|
| 2.1† | Business Combination Agreement, dated as of February 18, 2021, by and among Quantum-Si Incorporated (formerly HighCape Capital Acquisition Corp.), Clay Merger Sub, Inc., and Q-SI Operations Inc. (formerly Quantum-Si Incorporated) | Form 8-K (Exhibit 2.1) | 2/18/2021 | 001-39486 | |
| 3.1 | Second Amended and Restated Certificate of Incorporation of Quantum-Si Incorporated, as amended. | Form 10-Q (Exhibit 3.1) | 8/7/2023 | 001-39486 | |
| 3.2 | Amended and Restated Bylaws of Quantum-Si Incorporated | Form 10-K (Exhibit 3.2) | 3/1/2021 | 001-39486 | |
| 4.1 | Description of Securities | X | |||
| 4.2 | Specimen Class A Common Stock Certificate | Form S-4/A (Exhibit 4.1) | 5/11/2021 | 333-253691 | |
| 4.3 | 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 | |
| 10.1 | Form of PIPE Investor Subscription Agreement for institutional investors, dated as of February 18, 2021, by and between Quantum-Si Incorporated (formerly HighCape Capital Acquisition Corp.) and the subscriber parties thereto | Form 8-K (Exhibit 10.1) | 2/18/2021 | 001-39486 |
| 10.2 | Form of PIPE Investor Subscription Agreement for accredited investors, dated as of February 18, 2021, by and between Quantum-Si Incorporated (formerly HighCape Capital Acquisition Corp.) and the subscriber parties thereto | Form 8-K/A (Exhibit 10.2) | 2/19/2021 | 001-39486 |
| 10.3 | Form of Subscription Agreement, dated as of February 18, 2021, by and between Quantum-Si Incorporated (formerly HighCape Capital Acquisition Corp.) and the Foresite Funds | Form 8-K/A (Exhibit 10.3) | 2/19/2021 | 001-39486 |
| 10.4 | Transaction Support Agreement, dated as of February 19, 2021, by and among Quantum-Si Incorporated (formerly HighCape Capital Acquisition Corp.), and certain supporting stockholders of Q-SI Operations Inc. (formerly Quantum-Si Incorporated) | Form 8-K (Exhibit 10.1) | 2/22/2021 | 001-39486 |
| 10.5 | Sponsor Letter Agreement, dated as of February 18, 2021, by and among HighCape Capital Acquisition LLC, Deerfield Partners, L.P., Quantum-Si Incorporated (formerly HighCape Capital Acquisition Corp.) and Q-SI Operations Inc. (formerly Quantum-Si Incorporated) | Form 8-K (Exhibit 10.4) | 2/18/2021 | 001-39486 |
| 10.6+ | Advisory Agreement, dated as of November 1, 2022, by and between Quantum-Si Incorporated and Jonathan M. Rothberg, Ph.D. | Form 10-K (Exhibit 10.6) | 3/17/2023 | 001-39486 |
| 10.7+ | Offer Letter of Employment, dated as of October 2, 2022, by and between Quantum-Si Incorporated and Jeffrey Hawkins | Form 8-K (Exhibit 10.1) | 10/4/2022 | 001-39486 |
| 10.8+ | Offer Letter of Employment, dated as of April 27, 2023, by and between Quantum-Si Incorporated and Jeffry Keyes | Form 8-K (Exhibit 10.1) | 5/2/2023 | 001-39486 |
| 10.9+ | Offer Letter of Employment, dated as of December 8, 2022, by and between Quantum-Si Incorporated and Grace Johnston | Form 10-K (Exhibit 10.9) | 3/17/2023 | 001-39486 |
| 10.10+ | Offer Letter of Employment, dated as of November 4, 2020, by and between Q-SI Operations Inc. (formerly Quantum-Si Incorporated) and Christian LaPointe, Ph.D., as supplemented by the Letter Agreement, dated as of February 16, 2021, by and between Q-SI Operations Inc. and Christian LaPointe, Ph.D. | Form 10-K (Exhibit 10.12) | 3/1/2022 | 001-39486 |
| 10.11 | Technology and Services Exchange Agreement, dated as of February 17, 2021, by and among Q-SI Operations Inc. (formerly Quantum-Si Incorporated) and the participants named therein | Form 10-Q (Exhibit 10.1) | 11/15/2021 | 001-39486 | |
| 10.12 | Protein Engineering Collaboration Agreement, dated as of March 13, 2023, by and between Quantum-Si Incorporated and Protein Evolution, Inc. | Form 10-K (Exhibit 10.14) | 3/17/2023 | 001-39486 | |
| 10.13.1+ | Quantum-Si Incorporated 2021 Equity Incentive Plan | Form 8-K (Exhibit 10.13.1) | 6/15/2021 | 001-39486 | |
| 10.13.2+ | Form of Stock Option Agreement under 2021 Equity Incentive Plan | Form 8-K (Exhibit 10.13.2) | 6/15/2021 | 001-39486 | |
| 10.13.3+ | Form of Restricted Stock Unit Agreement under 2021 Equity Incentive Plan | X | |||
| 10.14.1+ | Q-SI Operations Inc. 2013 Employee, Director and Consultant Equity Incentive Plan, as amended | Form 8-K (Exhibit 10.14.1) | 6/15/2021 | 001-39486 | |
| 10.14.2+ | Form of Stock Option Agreement under 2013 Employee, Director and Consultant Equity Incentive Plan, as amended | Form 8-K (Exhibit 10.14.2) | 6/15/2021 | 001-39486 | |
| 10.14.3+ | Form of Restricted Stock Unit Agreement under 2013 Employee, Director and Consultant Equity Incentive Plan, as amended | Form 8-K (Exhibit 10.14.3) | 6/15/2021 | 001-39486 | |
| 10.15+ | Form of Performance-Based Non-Qualified Stock Option Agreement | Form S-8 (Exhibit 99.1) | 11/10/2022 | 333-268301 | |
| 10.16+ | Nonemployee Director Compensation Policy | X | |||
| 10.17 | Form of Indemnification Agreement | Form 8-K (Exhibit 10.16) | 6/15/2021 | 001-39486 | |
| 10.18 | Amended and Restated Registration Rights Agreement, dated as of June 10, 2021, by and among Quantum-Si Incorporated (formerly HighCape Capital Acquisition Corp.) and certain of its securityholders | Form 8-K (Exhibit 10.17) | 6/15/2021 | 001-39486 | |
| 10.19 | Lease Agreement between Quantum-Si Incorporated and BP3-SD5 5510 Morehouse Drive LLC, dated June 18, 2021 | Form 8-K (Exhibit 10.1) | 6/24/2021 | 001-39486 | |
| 10.20 | Lease Agreement between Quantum-Si Incorporated and Winchester Office LLC, dated December 28, 2021 | Form 8-K (Exhibit 10.1) | 1/24/2022 | 001-39486 | |
| 10.21+ | Quantum-Si Incorporated Executive Severance Plan | Form 8-K (Exhibit 10.1) | 7/6/2021 | 001-39486 | |
| 10.22+ | 2023 Inducement Equity Incentive Plan | Form S-8 (Exhibit 99.1) | 7/20/2023 | 333-273350 | |
| 10.22.1+ | Form of Stock Option Agreement under the 2023 Inducement Equity Incentive Plan | Form S-8 (Exhibit 99.2) | 7/20/2023 | 333-273350 | |
| 10.24 | Equity Distribution Agreement, dated as of August 11, 2023, by and between Quantum-Si Incorporated and Evercore Group L.L.C. | Form S-3 (Exhibit 1.2) | 8/11/2023 | 333-272934 | |
| 23.1 | Consent of Deloitte & Touche LLP | X | |||
| 31.1 | Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||
| 31.2 | Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||
| 32* | Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||
| 97 | Clawback Policy, effective as of August 3, 2023 | X | |||
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | X | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | |||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | X | |||
| † | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
|---|
| + | Management contract or compensatory plan or arrangement. |
|---|
| * | The certifications attached as Exhibit 32 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Quantum-Si Incorporated under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of such Form 10-K), irrespective of any general incorporation language contained in such filing. |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.