| Item 1.01 |
Entry into a Material Definitive Agreement. |
On June 24, 2022, Quotient Limited (the “Company” or “we”, “us” and “our”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC and Cowen and Company, LLC, as representatives of the several underwriters (the “Underwriters”) in connection with the public offering, issuance and sale by us of 32,458,336 of our ordinary shares, no par value per share, at a public offering price of $0.30 per share and, in lieu of ordinary shares to certain investors, pre-funded warrants to purchase 34,208,331 ordinary shares at a a public offering price of $0.299 per warrant. The offering price of each pre-funded warrant is equal to the public offering price per share of the ordinary shares being sold in the offering, minus the $0.001 exercise price of each pre-funded warrant. The offering is being made pursuant to an effective registration statement on Form S-3, as amended by Amendment No. 1 (File No. 333-248235), and a related prospectus supplement (the “Prospectus Supplement”) filed with the Securities and Exchange Commission. Under the terms of the Underwriting Agreement, we granted the Underwriters an option, exercisable for 30 days from the date of the Prospectus Supplement, to purchase up to 10,000,000 additional ordinary shares from us at the public offering price, less underwriting discounts and commissions.
The pre-funded warrants will be exercisable at any time after the date of issuance. A holder of pre-funded warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of ordinary shares outstanding immediately after giving effect to such exercise. A holder of pre-funded warrants may increase or decrease this percentage to a percentage not in excess of 19.99% by providing at least 61 days’ prior notice to the Company.
The gross proceeds from the offering are expected to be approximately $20.0 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by us.
The offering is expected to close on June 28, 2022, subject to customary closing conditions. The Underwriting Agreement contains customary representations, warranties and agreements by the Company, conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and termination provisions.
The above description of the Underwriting Agreement and pre-funded warrants is qualified in its entirety by reference to those documents, copies of which are filed as exhibits hereto and incorporated herein by reference.