Business Context and Reporting Period
Quantum-Si Inc (QSI) filed a Form 8-K on September 20, 2021, reporting the entry into a Material Definitive Agreement. The Company is an emerging growth company incorporated in Delaware.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on a specific contractual agreement.
Material Changes and Agreement Details
On September 20, 2021, Quantum-Si entered into a Binders Collaboration with Protein Evolution, Inc. (PEI) to develop nanobody technology and biological reagents. Key terms include:
- Commitment Cap: Quantum-Si agreed to pay PEI for services in an amount not to exceed $13.5 million, subject to a work plan and budget.
- Duration: Services are to be performed over a 24-month period, subject to extensions.
- Funding Structure: The Company may provide up to 80% of sponsored research funding under the Collaboration, with PEI providing the remaining 20% from other sources.
- Intellectual Property: Quantum-Si will own all rights to the Reagents. PEI will own rights to the Process Results. Quantum-Si received a royalty-free, perpetual, worldwide license to exploit Process Results in all fields except the "PEI Field."
- Related Party Transaction: Dr. Jonathan M. Rothberg, Executive Chairman of Quantum-Si, serves as Chairman of PEI's Board, and the Rothberg family are controlling stockholders of PEI. The transaction was pre-approved by the Company's audit committee.
Guidance, Outlook, and Risks
The filing does not provide financial guidance or general outlook. The agreement includes a termination clause allowing either party to terminate with 180 days' written notice. The summary is qualified by reference to the full text of the Collaboration, which was to be filed as an exhibit to the Form 10-Q for the quarter ending September 30, 2021.
Investor Verification Checklist
- Verify the specific work plan and budget details to be developed by the parties.
- Review the full text of the Collaboration agreement filed as an exhibit to the Q3 2021 Form 10-Q.
- Assess the potential impact of the $13.5 million commitment on the Company's cash position and liquidity.
- Confirm the scope of the "PEI Field" to understand the limitations on Quantum-Si's license to Process Results.