SUBJECT TO COMPLETION
Preliminary Prospectus Dated November 9, 2017
16,829,366 Ordinary Shares and
8,414,683 Warrants
of
QUOTIENT LIMITED
This prospectus
relates to: (i) the disposition from time to time of up to 16,829,366 ordinary shares of nil par value per share (the ordinary shares or shares), 7,864,683 of which (the new ordinary shares) are owned by the
selling security holders named on page 8 of this prospectus on the date hereof, 8,414,683 of which (the new warrant shares) are issuable upon exercise of warrants to purchase our ordinary shares at an exercise price of $5.80 per share
(the new warrants) owned by the selling security holders on the date hereof, and 550,000 of which (the
pre-funded
warrant shares and, together with the new warrant shares, the
warrant shares) are issuable upon exercise of
pre-funded
warrants to purchase our ordinary shares at an exercise price of $0.01 per share (the
pre-funded
warrants and, together with the new warrants, the warrants) owned by the selling security holders on the date hereof, (ii) the disposition from time to time of up to
8,414,683 new warrants owned by the selling security holders on the date hereof, and (iii) the initial issuance of the new warrant shares upon the exercise of the new warrants acquired from the selling security holders pursuant to this
prospectus. See Selling Security Holders. We refer to the new ordinary shares, warrant shares and new warrants, when taken together, as the securities.
The 7,864,683 new ordinary shares, 8,414,683 new warrants and 550,000
pre-funded
warrants were issued to
the selling security holders in connection with a private placement. This prospectus does not necessarily mean that the selling security holders will offer or sell the securities. We cannot predict when or in what amounts the selling security
holders may sell any of the securities offered by this prospectus. The prices at which the selling security holders may sell the securities will be determined by the prevailing market price for the securities or in negotiated transactions. We are
filing the registration statement of which this prospectus is a part pursuant to contractual obligations that exist with the selling security holders.
We will not receive any proceeds from the sale or other disposition of securities covered by this prospectus by the selling security holders. We
will, however, receive the proceeds of any exercises of the warrants, which, if received, would be used by us for working capital, operating expenses and general corporate purposes. We will not be paying any underwriting discounts or commissions in
this offering. The selling security holders will bear all commissions and discounts, if any, attributable to the sale or other disposition of the securities. We will bear all costs, expenses and fees in connection with the registration of the
securities other than certain fees and disbursements of legal counsel to the selling security holders. See Selling Security Holders and Plan of Distribution.
Our ordinary shares are listed on The NASDAQ Global Market under the symbol QTNT. On November 8, 2017, the closing sale price
of our ordinary shares on The NASDAQ Global Market was $4.685 per share.
There is no established public trading market for the new warrants
and we do not expect a market to develop. Without an active trading market, we expect the liquidity of the new warrants will be limited.
The selling security holders identified in this prospectus from time to time may offer and resell the securities held by them directly or
through agents or broker-dealers on terms to be determined at the time of sale. To the extent required, the names of any agent or broker-dealer and applicable commissions or discounts and any other required information with respect to any particular
offer will be set forth in a prospectus supplement that will accompany this prospectus. A prospectus supplement also may add, update or change information contained in this prospectus. Each of the selling security holders reserves the sole right to
accept or reject, in whole or in part, any proposed purchase of any of the securities to be made directly or through agents.
We are an
emerging growth company under applicable Securities and Exchange Commission rules and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings.
Investing in our securities involves a high degree of risk. Before buying any of our securities, you should carefully read the discussion of
material risks of investing in our securities. Please see the section entitled
Risk Factors
beginning on page 4 of this prospectus, as well as the sections entitled Risk Factors beginning on page 15
of our Annual Report on Form
10-K
for the year ended March 31, 2017 and any subsequently filed Quarterly Reports on Form
10-Q,
which reports are incorporated by
reference in this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
No Jersey regulatory consent is required in respect of the offering subject of this prospectus and, consequently, no consent has been sought
from the Jersey Financial Services Commission in connection with this prospectus.
The date of
this prospectus is , 2017.