Form 8-K - Current report

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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): May 9, 2024

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QUANTUM-SI INCORPORATED

(Exact name of registrant as specified in its charter)

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Delaware	001-39486	85-1388175
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

29 Business Park Drive Branford, Connecticut		06405
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: [phone]

N/A

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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
Class A common stock, par value $0.0001 per share		QSI		The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share		QSIAW		The Nasdaq Stock Market LLC

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. ☐

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Item 2.02.

Results of Operations and Financial Condition.

 

On May 9, 2024, Quantum-Si Incorporated (the “Company”) issued a press release announcing its results for the first quarter ended March 31, 2024 and providing a business update. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
99.1		Press Release dated May 9, 2024
99.2		Use of Non-GAAP Financial Measures
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	QUANTUM-SI INCORPORATED
	By:	/s/ Jeffry Keyes
	Name:	Jeffry Keyes
	Title:	Chief Financial Officer
Date:          May 9, 2024

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Exhibit 99.1

Quantum-Si Reports First Quarter 2024 Financial Results

Executed Full Commercial Launch of Platinum® Instrument

Reaffirms Full Year 2024 Financial Guidance

BRANFORD, Conn. -- (BUSINESS WIRE) – May 9, 2024 -- Quantum-Si Incorporated (Nasdaq: QSI) (“Quantum-Si,” “QSI” or the “Company”), The Protein Sequencing Company^TM, today announced financial results for the first quarter ended March 31, 2024.

Press Release Highlights

●	Reported revenue of $457,000 in the first quarter of 2024

●	Commenced its full commercial launch of its Platinum® instrument at the end of March 2024

●	On track to launch version 3 of its sequencing kit, which is expected by the end of Q3 2024

●	Announced addition of Paula Dowdy to the Board of Directors

●	Announced the release of a new version of Platinum® Analysis Software

●	Reaffirmed full year 2024 financial guidance

“We concluded our first quarter of 2024 with great momentum on all fronts, including initiation of the full commercial launch of Platinum.  Now that we have emerged from a controlled launch, we expect to generate steady quarter-over-quarter revenue growth as we move forward for the rest of the year.   In addition to initiating our full commercial launch of Platinum in the first quarter, we also secured our first government and pharma customers.  While academic research will remain an attractive market segment for the company, we are excited about the momentum we are seeing in these new market segments and the potential they represent for expanding our instrument adoption and utilization in the future,” said Jeff Hawkins, President and Chief Executive Officer of Quantum-Si.

Hawkins continued, “On the R&D front, we have made great progress on version 3 of our sequencing kit and we continue to expect to deliver it to the market by the end of Q3 2024.  In addition to our version 3 sequencing kit, we have made steady progress on other development programs, including our library preparation kit, instrumentation roadmap and analysis software tools.  Finally, we continue to enhance our Board of Directors, with the recent addition of Paula Dowdy to our Board.  Her extensive global commercial experience, and specifically, her depth of knowledge in the life sciences markets in EMEA, will be very valuable as we progress with our full commercial launch of Platinum.”

First Quarter 2024 Financial Results

At the end of the first quarter of 2024, the Company concluded its controlled commercial launch of its Platinum^® instrument, recording revenue of $457,000 for the quarter.  Gross profit was $269,000 and gross margin was 59%. The periodic gross margin rate is expected to be variable in the near term as the Company works through the initial stages of commercialization as well as the timing and mix of product sales between instruments and consumable kits.

Total operating expenses were $23.6 million in the first quarter of 2024, compared to $29.3 million for the same period in the prior year. Adjusted total operating expenses were $21.9 million in the first quarter of 2024, compared to $24.6 million for the same period in the prior year.  Driven by the Company’s 2023 initiative to enact operating changes to utilize capital in the most efficient manner while accelerating R&D innovation and delivering product enhancements to customers, the overall adjusted operating expenses included reductions in R&D and G&A spend, partially offset with increased spending for commercial operations.  Overall, the Company has been able to reduce core areas of spend while accelerating R&D focus, efficiency, and delivery while still funding the Company’s full commercial launch of its Platinum^® instrument.

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Net loss was $19.5 million in the first quarter of 2024, compared to a net loss of $23.6 million in the same period of the prior year. Adjusted EBITDA was negative $20.5 million in the first quarter of 2024, compared to negative $23.7 million in the same period of the prior year.  A reconciliation of the non-GAAP financial measures, adjusted total operating expenses and adjusted EBITDA, is provided in a table included in this press release.

As of March 31, 2024, the Company’s cash and cash equivalents and investments in marketable securities were $235.4 million.

2024 Financial Guidance

The Company reaffirms its full year 2024 financial guidance as follows:

Revenue	$3.7 - $4.2 million
Adjusted total operating expenses	Less than $103 million
Total cash usage	Less than $100 million

The Company also maintains the expectation that the balance in cash and cash equivalents and investments in marketable securities of $235.4 million as of March 31, 2024 will provide a runway into 2026.

Webcast and Conference Call Information

Quantum-Si will host a conference call to discuss its first quarter 2024 financial results on Thursday, May 9, 2024, at 4:30 p.m. Eastern Time. Individuals interested in listening to the conference call may do so by joining the live webcast in the Investors section of the Quantum-Si website under Events & Presentations. Alternatively, individuals can register here to receive a dial-in number and personalized PIN to participate in the call. An archived webcast of the event will be available for replay following the event.

About Quantum-Si Incorporated

Quantum-Si, The Protein Sequencing Company™, is focused on revolutionizing the growing field of proteomics. The Company's suite of technologies is powered by a first-of-its-kind semiconductor chip designed to enable next-generation single-molecule protein sequencing and digitize proteomic research in order to advance drug discovery and diagnostics beyond what has been possible with DNA sequencing. Learn more at quantum-si.com or follow us on LinkedIn or X.

Use of Non-GAAP Financial Measures

This press release presents the non-GAAP financial measures “adjusted total operating expenses” and “adjusted EBITDA.” The most directly comparable measures for these non-GAAP financial measures are total operating expenses and net loss. The Company has included below adjusted total operating expenses, which presents the Company’s total operating expenses after excluding goodwill impairment, stock-based compensation and restructuring costs.  In addition, adjusted EBITDA further excludes interest, taxes, depreciation, amortization, dividend income, unrealized and realized gains and losses on marketable securities, changes in fair value of warrant liabilities and other income or expense.

A discussion of the reasons why management believes that the presentation of non-GAAP financial measures provides useful information to investors regarding the Company’s financial condition and results of operations is included as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 9, 2024.

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Forward Looking Statements

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. The actual results of the Company may differ from its expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company's expectations with respect to future performance and development and commercialization of products and services, its anticipated cash runway and its financial guidance for the full year 2024. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside the Company's control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the inability to maintain the listing of the Company's Class A common stock on The Nasdaq Stock Market; the ability of the Company to grow and manage growth profitably and retain its key employees; the Company’s ongoing leadership transitions; changes in applicable laws or regulations; the ability of the Company to raise financing in the future; the success, cost and timing of the Company's product development and commercialization activities; the commercialization and adoption of the Company’s existing products and the success of any product the Company may offer in the future; the potential attributes and benefits of the Company’s commercialized Platinum^® protein sequencing instrument and kits and the Company’s other products once commercialized; the Company's ability to obtain and maintain regulatory approval for its products, and any related restrictions and limitations of any approved product; the Company's ability to identify, in-license or acquire additional technology; the Company's ability to maintain its existing lease, license, manufacture and supply agreements; the Company's ability to compete with other companies currently marketing or engaged in the development or commercialization of products and services that serve customers engaged in proteomic analysis, many of which have greater financial and marketing resources than the Company; the size and growth potential of the markets for the Company's products and services, and its ability to serve those markets once commercialized, either alone or in partnership with others; the Company's estimates regarding future expenses, future revenue, capital requirements and needs for additional financing; the Company's financial performance; and other risks and uncertainties described under "Risk Factors" in the Company’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q and in the Company's other filings with the SEC. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.

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QUANTUM-SI INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and par value amounts)

(Unaudited)

		March 31, 2024				December 31, 2023
Assets
Current assets:
Cash and cash equivalents		$	53,163			$	133,860
Marketable securities			182,268				123,876
Accounts receivable, net of allowance of $0 and $0, respectively			242				368
Inventory, net			4,946				3,945
Prepaid expenses and other current assets			3,756				4,261
Total current assets			244,375				266,310
Property and equipment, net			16,169				16,275
Internally developed software			496				532
Operating lease right-of-use assets			13,850				14,438
Other assets			695				695
Total assets		$	275,585			$	298,250
Liabilities and stockholders' equity
Current liabilities:
Accounts payable		$	1,164			$	1,766
Accrued expenses and other current liabilities			5,198				8,277
Current portion of operating lease liabilities			1,610				1,566
Total current liabilities			7,972				11,609
Warrant liabilities			955				1,274
Operating lease liabilities			12,873				13,737
Other long-term liabilities			14				11
Total liabilities			21,814				26,631
Stockholders' equity
Class A Common stock, $0.0001 par value; 600,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 121,878,989 and 121,832,417 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively.			12				12
Class B Common stock, $0.0001 par value; 27,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 19,937,500 shares issued and outstanding as of March 31, 2024 and December 31, 2023.			2				2
Additional paid-in capital			768,898				767,239
Accumulated other comprehensive loss			(33	)			-
Accumulated deficit			(515,108	)			(495,634	)
Total stockholders' equity			253,771				271,619
Total liabilities and stockholders' equity		$	275,585			$	298,250

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QUANTUM-SI INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except per share amounts)

(Unaudited)

		Three months ended March 31,
		2024				2023
Revenue
Product		$	428			$	251
Service			29				3
Total revenue			457				254
Cost of revenue			188				130
Gross profit			269				124
Operating expenses:
Research and development			12,101				18,167
Selling, general and administrative			11,528				11,178
Total operating expenses			23,629				29,345
Loss from operations			(23,360	)			(29,221	)
Dividend and interest income			3,574				2,219
Gain on marketable securities, net			-				2,942
Change in fair value of warrant liabilities			319				391
Other (expense) income, net			(7	)			58
Loss before provision for income taxes			(19,474	)			(23,611	)
Provision for income taxes			-				-
Net loss		$	(19,474	)		$	(23,611	)
Net loss per common share attributable to common stockholders, basic and diluted		$	(0.14	)		$	(0.17	)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted			141,773				140,280
Other comprehensive loss:
Net unrealized loss on marketable securities, net of tax		$	(28	)		$	-
Foreign currency translation adjustment			(5	)			-
Total other comprehensive loss, net of tax			(33	)			-
Comprehensive loss		$	(19,507	)		$	(23,611	)

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QUANTUM-SI INCORPORATED

RECONCILIATION OF U.S. GAAP TO NON-GAAP FINANCIAL MEASURES

(in thousands)

(Unaudited)

		Three months ended March 31,
		2024				2023
Net loss		$	(19,474	)		$	(23,611	)
Adjustments to reconcile to EBITDA:
Dividend and interest income			(3,574	)			(2,219	)
Depreciation and amortization			1,061				803
EBITDA			(21,987	)			(25,027	)
Adjustments to reconcile to Adjusted EBITDA:
Gain on marketable securities, net			-				(2,942	)
Change in fair value of warrant liabilities			(319	)			(391	)
Other expense (income), net			7				(58	)
Stock-based compensation			1,609				3,908
Restructuring costs			143				813
Adjusted EBITDA		$	(20,547	)		$	(23,697	)

		Three months ended March 31,
		2024				2023
Total operating expenses		$	23,629			$	29,345
Adjustments to reconcile to Adjusted total operating expenses:
Stock-based compensation			(1,609	)			(3,908	)
Restructuring costs			(143	)			(813	)
Adjusted total operating expenses		$	21,877			$	24,624

Contacts

Investor Contact

Jeff Keyes, Chief Financial Officer

[e-mail]

Media Contact

Katherine Atkinson, SVP of Commercial Marketing

[e-mail]

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Exhibit 99.2

Use of Non-GAAP Financial Measures

In addition to financial results calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), information containing non-GAAP financial measures for Quantum-Si Incorporated (the “Company”) was disclosed in the Company's press release (the “Press Release”) dated May 9, 2024 announcing results for the three months ended March 31, 2024, that accompany a conference call to be held by the Company on May 9, 2024.  The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. The Company has provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures.  Management encourages readers to rely upon the reported GAAP results but includes the non-GAAP financial measures as supplemental metrics to assist readers. Definitions of the non-GAAP financial measures are included in the Press Release.

In the Press Release, the Company presented the non-GAAP financial measures “adjusted total operating expenses” and “adjusted EBITDA."  Company management uses these non-GAAP financial measures to evaluate the Company's performance.  As the Company's core business is developing and commercializing products associated with proteomics sequencing, Company management finds it useful to use adjusted total operating expenses, which excludes goodwill impairment, stock-based compensation and restructuring costs.  While the Company may have these types of items and charges in the future, Company management believes they are not reflective of the day-to-day core operations of the Company and relate more to strategic, multi-year corporate actions, without predictable trends, and that may obscure the trends and financial performance of the Company's core business. In the case of “adjusted EBITDA,” Company management believes the exclusion of interest, taxes, depreciation, amortization, goodwill impairment, dividend income, unrealized and realized gains and losses on marketable securities, changes in fair value of warrant liabilities, and other income or expense is a very common measure utilized in the investment community and it helps Company management benchmark its operations and results with the industry.

The limitation associated with using these non-GAAP financial measures is that these measures exclude items that impact the Company's current period operating results. This limitation is best addressed by using these non-GAAP financial measures in combination with “total operating expenses” and “net loss,” (the most comparable GAAP measures) because these non-GAAP financial measures do not reflect items that impact current period operating results and may be higher or lower than the most comparable GAAP measure.

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Document and Entity Information	May 09, 2024
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 09, 2024
Entity File Number	001-39486
Entity Registrant Name	QUANTUM-SI INCORPORATED
Entity Central Index Key	0001816431
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1388175
Entity Address, Address Line One	29 Business Park Drive
Entity Address, City or Town	Branford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06405
City Area Code	866
Local Phone Number	688-7374
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	QSI
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	QSIAW
Security Exchange Name	NASDAQ

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