Quantum-Si Incorporated — FY2021 Form 10-K
Reporting period: Fiscal year ended December 31, 2021. This is an annual report; the supplied filing text does not provide a clear standalone fourth-quarter income statement or cash-flow value. Quantum-Si completed its business combination with HighCape on June 10, 2021 and received approximately $511.2 million in proceeds at closing.
Business context
Quantum-Si is a pre-commercial life sciences technology company developing a platform for next-generation protein sequencing. Its planned system combines the Carbon sample-preparation instrument, Platinum sequencing instrument, Quantum-Si Cloud software, and consumables. Products were intended for research use only (RUO), with broad commercialization targeted for the second half of 2022.
Financial results and liquidity
| Metric | FY2021 | FY2020 |
|---|---|---|
| Revenue | $0 | $0 |
| Research and development expense | $46.6 million | $27.6 million |
| General and administrative expense | $46.4 million | $8.0 million |
| Sales and marketing expense | $4.0 million | $1.2 million |
| Total operating expenses / operating loss | $96.9 million | $36.7 million |
| Net loss | $95.0 million | $36.6 million |
| Adjusted EBITDA, non-GAAP | $(64.0) million | $(33.9) million |
| Cash used in operating activities | $66.8 million | $32.6 million |
- With no revenue, gross margin and revenue growth are not applicable. The company reported an accumulated deficit of $267.2 million at year-end.
- Cash and cash equivalents were $35.8 million and marketable securities were $435.5 million at December 31, 2021, totaling $471.3 million. Current assets were $477.2 million and current liabilities $11.5 million.
- Management expected available cash and marketable securities to fund operations for at least 12 months. It also expected negative operating cash flows for the foreseeable future.
- The $1.7 million PPP loan was repaid in June 2021. No notes payable remained at year-end. Recognized operating lease liabilities totaled $8.1 million; disclosed lease obligations were $35.5 million, including the New Haven lease commencing in January 2022.
Changes versus FY2020 and unusual items
- Net loss increased to $95.0 million from $36.6 million; operating expenses rose 164%. R&D growth reflected increased staffing and product development, while G&A growth included public-company costs, higher personnel and professional fees, and business-combination costs.
- Stock-based compensation rose to $24.9 million from $1.9 million. The 2021 loss also included a $4.4 million non-cash gain from remeasuring warrant liabilities and $5.0 million of unrealized losses on marketable securities.
- Investing cash outflow was $450.9 million, primarily purchases of marketable securities ($440.5 million), property and equipment ($5.8 million), and the Majelac acquisition ($4.6 million). Financing cash inflow was $516.6 million.
- In November 2021, Quantum-Si acquired semiconductor packaging assets from Majelac for cash, shares, and contingent consideration. Preliminary purchase accounting recorded $9.5 million of goodwill; valuation was not final at filing.
Outlook, risks and contingencies
- Management targeted RUO commercialization in the second half of 2022 and planned to expand manufacturing, sales, support, and inventory. These are plans, not assurances; the filing gives no revenue or profitability guidance.
- Key execution risks include technical performance and customer adoption, scaling manufacturing and single-source components, software development, supply-chain disruption, and continued COVID-19 impacts. Future clinical or diagnostic use would require regulatory authorization; the company anticipated a De Novo pathway for a U.S. clinical product.
- Quantum-Si disclosed two unremediated material weaknesses in internal control over financial reporting. Disclosure controls were deemed ineffective at year-end. Management reported remediation efforts; the auditor gave an unqualified opinion on the financial statements but did not opine on internal-control effectiveness.
- CEO John Stark left on February 8, 2022; founder and Executive Chairman Jonathan Rothberg became Interim CEO while a replacement search began. Stark’s separation terms included $500,000 severance, a $352,750 2021 bonus, and a $250,000 special bonus.
- Warrants are recorded as liabilities and remeasured through earnings, potentially causing non-cash earnings volatility. The company also identified concentrated voting control: Rothberg held 80.1% of voting power as of February 2022 through the dual-class structure.
- The company reported no material legal proceedings. It disclosed related-party arrangements, including office leases and shared services involving entities associated with the Rothberg family.
Important facts for investors to verify
- Whether Platinum and Carbon launch timing, performance, customer feedback, and RUO commercial uptake match management’s plans.
- Cash burn, investment liquidity and valuation, and whether the stated funding horizon remains adequate as commercialization spending rises.
- Progress in remediating material weaknesses and improving financial reporting controls.
- Majelac’s finalized purchase-price allocation and any remaining contingent or indemnification payments.
- Manufacturing capacity, supplier diversification, consumables stability, and the status of the clinical regulatory pathway if pursued.
- Potential warrant dilution and fair-value swings, executive-transition developments, and related-party transaction terms.