Quantum-Si Inc
For the period ended Dec 31, 2024. Filed Mar 3, 2025.
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FY2024 · Filed Mar 3, 2025
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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 Reports of PricewaterhouseCoopers LLP and Deloitte & Touche LLP, Independent Registered Public Accounting Firms, are included in Part II, Item 8 of this Annual Report on Form 10-K:
Reports of Independent Registered Public Accounting Firms - Pricewaterhouse Coopers LLC and Deloitte & Touche LLP
Consolidated Balance Sheets as of December 31, 2024 and 2023
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024,2023 and 2022
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2024,2023 and 2022
Consolidated Statements of Cash Flows for the years ended December 31, 2024,2023 and 2022
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:
| ExhibitNumber | Exhibit Description | FiledHerewith | Incorporated byReference Herein fromForm or Schedule | Filing Date |
| 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 | |
| 3.1 | Second Amended and Restated Certificate of Incorporation of Quantum-Si Incorporated, as amended. | Form 10-Q(Exhibit 3.1) | 8/7/2024 | |
| 3.2 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Registrant, as filed with the Secretary of State of the State of Delaware on May 12, 2023. | Form 8-K(Exhibit 3.1) | 5/16/2023 |
| 4.2 | Specimen Class A Common Stock Certificate | Form S-4/A(Exhibit 4.1) | 5/11/2021 |
| 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 |
| 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 |
| 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 |
| 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 |
| 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 |
| 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 |
| 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 |
| 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 |
| 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 |
| 10.9+ | 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 |
| 10.10 | 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 |
| 10.11 | 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 |
| 10.12.1+ | Quantum-Si Incorporated 2021 Equity Incentive Plan | Form 8-K(Exhibit 10.13.1) | 6/15/2021 |
| 10.12.2+ | Form of Stock Option Agreement under 2021 Equity Incentive Plan | Form 8-K(Exhibit 10.13.2) | 6/15/2021 |
| 10.12.3+ | Form of Restricted Stock Unit Agreement under 2021 Equity Incentive Plan | Form 10-K(Exhibit 10.13.3+) | 2/29/2024 | |
| 10.13.1+ | Q-SI Operations Inc. 2013 Employee, Director and Consultant Equity Incentive Plan, as amended | Form 8-K(Exhibit 10.14.1) | 6/15/2021 | |
| 10.13.2+ | 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 | |
| 10.13.3+ | 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 | |
| 10.14+ | Form of Performance-Based Non-Qualified Stock Option Agreement | Form S-8(Exhibit 99.1) | 11/10/2022 | |
| 10.16+ | Form of Indemnification Agreement | Form 8-K(Exhibit 10.16) | 6/15/2021 | |
| 10.17 | 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 | |
| 10.18 | 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 | |
| 10.19 | Lease Agreement between Quantum-Si Incorporated and Winchester Office LLC, dated December 28, 2021 | Form 8-K(Exhibit 10.1) | 1/24/2022 | |
| 10.20+ | Quantum-Si Incorporated Executive Severance Plan, effective November 1, 2024 | X | ||
| 10.21.1+ | 2023 Inducement Equity Incentive Plan, as amended | Form 10-Q(Exhibit 10.3+) | 11/12/2024 | |
| 10.21.2+ | Form of Restricted Stock Agreement under the 2023 Inducement Equity Incentive Plan | Form 10-Q(Exhibit 10.3.1+) | 11/12/2024 | |
| 10.21.3+ | Form of Stock Option Agreement under the 2023 Inducement Equity Incentive Plan | Form S-8(Exhibit 99.2) | 7/20/2023 | |
| 10.22+ | Letter of Employment, dated as of August 12, 2024, by and between Quantum-Si Incorporated and John Vieceli | Form 10-Q(Exhibit 10.1+) | 11/12/2024 | |
| 10.23+ | Offer Letter of Employment, dated as of August 22, 2024, by and between Quantum-Si Incorporated and Todd Bennett | Form 10-Q(Exhibit 10.2+) | 11/12/2024 | |
| 10.24 | Sales Agreement, dated December 11, 2024, by and between Quantum-Si Incorporated and Canaccord Genuity LLC | Form 8-K(Exhibit 10.1) | 12/11/2024 | |
| 10.25 | Form of Securities Purchase Agreement, by and among the Company and the Purchasers | Form 8-K(Exhibit 10.1) | 1/6/2025 | |
| 10.26 | Placement Agency Agreement between the Company and the Placement Agent | Form 8-K(Exhibit 10.2) | 1/6/2025 | |
| 19.1 | Insider Trading Policy, effective February 2025 | X | ||
| 23.1 | Consent of PricewaterhouseCoopers LLP | X | ||
| 23.2 | Consent of Deloitte & Touche LLP | X | ||
| 24.1 | Power of Attorney (included in the signature page) | 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 |
| 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.
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