UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1, 2019 (April 30, 2019)

 

 

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))

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 1.01. Entry into a Material Definitive Agreement.

As previously disclosed by Quotient Limited (the “Company” or “we”, “us” and “our”) on its Current Report on Form 8-K filed January 16, 2019 (the “January 16, 2019 8-K”), on January 15, 2019, the Company and the subsidiary guarantors named therein entered into purchase agreements (the “Purchase Agreements”) with the purchasers named therein (the “Purchasers”) pursuant to which the Company agreed to issue and sell to the Purchasers, and the Purchasers agreed to purchase, subject to the CE Marking Securities Triggering Event (as defined below) occurring on or before April 30, 2019 as well as certain other customary closing conditions, $25.0 million aggregate principal amount of the Company’s 12% Senior Secured Notes due 2024 (the “CE Marking Notes”) at a purchase price equal to 100% of the principal amount thereof. In addition, pursuant to the Purchase Agreements, the Company also agreed to enter into royalty rights agreements at the closing of the CE Marking Notes with each of the Purchasers, pursuant to which the Company will issue to the Purchasers the right to receive, in the aggregate, a payment equal to 0.4% of the aggregate net sales of MosaiQ instruments and consumables in the donor testing market in the European Union and the United States. The “CE Marking Securities Triggering Event” means the occurrence of both (i) a press release of the Company announcing the European CE Marking of the Company’s initial MosaiQ IH Microarray and (ii) the issuance of the consent of the Jersey Financial Services Commission to the issuance of the CE Marking Notes.

On April 30, 2019, the Company, the subsidiary guarantors named therein and the Purchasers entered into amendments to the Purchase Agreements pursuant to which the parties agreed to extend the deadline for the CE Marking Securities Triggering Event to May 31, 2019.

The description of the amendments to the Purchase Agreements contained herein is qualified in its entirety by reference to the Form of Amendment No. 1 to the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. For more information about the Purchase Agreements, see the January 16, 2019 8-K.

Item 7.01. Regulation FD Disclosure.

On May 1, 2019, the Company announced the European CE Marking of the Company’s initial MosaiQ IH Microarray. The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under such section, nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 8.01. Other Events.

Pursuant to the terms of the indenture governing the Company’s 12% Senior Secured Notes due 2024, the CE Marking Securities Triggering Event occurred on May 1, 2019. Pursuant to the terms of the Purchase Agreements, as amended, and subject to the satisfaction of the closing conditions provided for therein, the Company expects the closing of the CE Marking Notes to occur within 10 business days of the date of this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

Set forth below is a list of Exhibits included as part of this Current Report.

 

Exhibit		Description
10.1		Form of Amendment No. 1 to the Purchase Agreement
99.1		Press Release of the Company issued on May 1, 2019

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.

May 1, 2019

 

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 1 TO PURCHASE AGREEMENT

April 30, 2019

To the Purchaser named on the signature page hereto

Ladies and Gentlemen:

Reference is hereby made to that certain Purchase Agreement dated January 15, 2019 by and between Quotient Limited, a public limited liability company formed under the Laws of Jersey, Channel Islands (the “Issuer”), the Subsidiaries of the Issuer named on the signature pages thereto (the “Subsidiary Guarantors”) and the Purchaser named on the signature page thereto (the “Existing Purchase Agreement”). The Issuer, the Subsidiary Guarantors and the Purchaser are each referred to in this Amendment No. 1 to Purchase Agreement (this “Amendment”) as a “Party” and are collectively referred to in this Amendment as the “Parties”. Capitalized terms used herein and not defined shall have the meaning ascribed to each in the Existing Purchase Agreement. The rules of construction set forth in Annex A to the Existing Purchase Agreement shall apply to this Amendment mutatis mutandis and are hereby incorporated by reference into this Amendment as if set forth fully in this Amendment.

RECITALS

WHEREAS, the Parties desire to, subject to the terms and conditions contained in this Amendment, amend the Existing Purchase Agreement as set forth in this Amendment (as so amended, the “Purchase Agreement”);

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

AMENDMENT TO EXISTING PURCHASE AGREEMENT

Section 1.01. Amendment to Existing Purchase Agreement.

(a) The third sentence of the first paragraph of Section 3.1 of the Existing Purchase Agreement is amended and restated as follows:

“It is acknowledged and agreed, for the avoidance of doubt, that the Notes shall not be issued, and the Closing Date shall not occur, if the CE Marking Securities Triggering Event has not occurred on or before May 31, 2019 and the Issuer has not provided to the Purchaser the CE Marking Securities Triggering Event Notice within the time frame set forth in, and otherwise in accordance with, Section 7.5.”

 

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(b) Section 6.13 of the Existing Purchase Agreement is amended and restated as follows:

“Section 6.13 CE Marking Securities Triggering Event. The CE Marking Securities Triggering Event shall have occurred on or prior to May 31, 2019.”

(c) Section 17.1 of the Existing Purchase Agreement is amended and restated as follows:

“Section 17.1 Termination. This Purchase Agreement will terminate upon any of the following: (a) if the CE Marking Securities Triggering Event has not occurred on or before May 31, 2019, on May 31, 2019 and (b) the mutual written agreement of the parties hereto.”

ARTICLE II

MISCELLANEOUS

Section 2.01. Effect of this Amendment. Except as expressly amended by this Amendment, the Parties hereto acknowledge and agree that the Existing Purchase Agreement shall remain unaltered and in full force and effect in accordance with its terms. To the extent any term or provision of this Amendment conflicts with any term or provision of the Existing Purchase Agreement, the terms and provisions of this Amendment shall control.

Section 2.02. Successors and Assigns. This Amendment will inure to the benefit of and be binding upon the parties hereto and their respective successors, permitted assignees and permitted transferees. So long as any of the Notes or Royalty Rights are outstanding, no Obligor may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of the Purchaser except as permitted in accordance with the Indenture and the Royalty Rights Agreement, as applicable.

Section 2.03. Severability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by Law) not invalidate or render unenforceable such provision in any other jurisdiction.

Section 2.04. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Amendment. Any counterpart may be executed by facsimile or other electronic transmission, and such facsimile or other electronic transmission shall be deemed an original.

Section 2.05. Governing Law; Consent to Jurisdiction. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. The parties hereto hereby submit to the non-exclusive jurisdiction of the U.S. federal and state courts of competent jurisdiction in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Amendment or the transactions contemplated hereby.

{SIGNATURE PAGE FOLLOWS}

 

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If the foregoing is in accordance with your understanding of this Amendment, kindly sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement between us and you in accordance with its terms.

 

 

 

[Signature Page to Amendment to Purchase Agreement]

[Signature Page to Amendment to Purchase Agreement]

[PURCHASER SIGNATURE PAGE]

 

[Signature Page to Amendment to Purchase Agreement]

Exhibit 99.1

 

Quotient Limited Receives European CE Mark for its Initial IH Microarray

JERSEY, Channel Islands, May 1, 2019 (GLOBE NEWSWIRE) — Quotient Limited (NASDAQ: QTNT), a commercial-stage diagnostics company (the Company), headquartered in Eysins, Switzerland, today announced receipt of the CE Mark (Conformité Européenne) for its initial Immunohematology (IH) Microarray for use with its CE Marked MosaiQ^TM diagnostic platform_.

Initial IH Microarray Approval in Europe

Following the successful conclusion of its first EU field trial in July 2018 and the subsequent submission of the technical dossier for CE Mark approval in late September 2018, on April 30, 2019, the Company was informed that it had received CE Mark clearance for its initial IH Microarray for use in transfusion diagnostics.

Franz Walt, Quotient’s Chief Executive Officer, commented, “This is an important milestone in our Company’s evolution from development into commercialization. With this critical approval, we can begin commercialization and can fully interact with customers, allowing us to demonstrate the significant benefits which MosaiQ will offer to their laboratory operations. Moving forward from a development perspective, our focus is now on menu expansion.”

Mr. Walt added, “In line with our product portfolio roadmap, the next IH microarray will move from development into field trials shortly, in conjunction with the submission of the clinical data from our ongoing initial SDS Microarray’s European field trial for CE Mark approval. Menu expansion plans also include a third-party evaluation of our novel approach to Molecular Disease Screening which we plan to complete later this year. The clearance for our initial IH Microarray will also allow us to issue an additional $25 million of our 12% Senior Secured Notes due 2024, which we expect to occur later this month.”

About Quotient Limited

Building on 30 years of experience in transfusion diagnostics, Quotient is a commercial-stage diagnostics company committed to delivering solutions that reshape the way diagnostics is practiced. MosaiQ, Quotient’s proprietary multiplex microarray technology, offers the world’s first fully automated, consolidated testing platform, allowing for multiple tests across different modalities. MosaiQ is designed to be a game-changing solution, which Quotient believes will increase efficiencies, improve clinical practice, deliver significant workflow improvements, and operational cost savings to laboratories around the world. Quotient’s operations are based in Eysins, Switzerland, Edinburgh, Scotland and Newtown, Pennsylvania.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include statements regarding our expectations of continued growth, the development, regulatory approval, commercialization and impact of MosaiQ and other new products (including the application of MosaiQ to infectious disease diagnostics), and the timing of the issuance of the Company’s additional notes. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These

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risks and uncertainties, many of which are beyond our control, include delays or denials of regulatory approvals or clearances for products or applications; market acceptance of our products; the impact of competition; the impact of facility expansions and expanded product development, clinical, sales and marketing activities on operating expenses; delays or other unforeseen problems with respect to manufacturing, product development or field trial studies; adverse results in connection with any ongoing or future legal proceeding; continued or worsening adverse conditions in the general domestic and global economic markets; the Company’s ability to satisfy certain closing conditions associated with the issuance of the additional notes; as well as the other risks set forth in the Company’s filings with the Securities and Exchange Commission. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Quotient disclaims any obligation to update these forward-looking statements.

The Quotient logo and MosaiQ^™ are registered trademarks or trademarks of Quotient Limited and its subsidiaries in various jurisdictions.

CONTACT:

Christopher Lindop, Chief Financial Officer—[email protected]; +41 799 61 69 38

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