Quotient (QTNTQ) S-8 Registration of securities for employees

As filed with the Securities and Exchange Commission on November 9, 2018

Registration StatementNo. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

QUOTIENT LIMITED

(Exact name of registrant as specified in its charter)

Jersey, Channel Islands	Not applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

B1, Business Park Terre Bonne,

Route de Crassier 13,

1262 Eysins, Switzerland

Tel:011-41-22-716-9800

(Address of principal executive offices)

Quotient Limited

2014 Equity Incentive Plan

As adopted on March 31, 2014,

amended and restated on October 28, 2016 and

further amended and restated on October 31, 2018

(Full titles of the Plans)

Jeremy Stackawitz

Quotient Biodiagnostics, Inc.

301 South State Street,Suite S-204

Newtown, Pennsylvania 18940

(215)497-7006

(Name and address of agent for service)

Copies to:

Per B. Chilstrom, Esq.

Clifford Chance LLP

10 Upper Bank Street

London E14 5JJ

England

+44-20-7006-1000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act.  ☒

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Ordinary Shares of nil par value per share	550,000(3)	$6.79	$3,734,500	$452.62

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional ordinary shares that become issuable under the Quotient Limited 2014 Stock Incentive Plan, as adopted on March 31, 2014, amended and restated on October 28, 2016 and further amended and restated on October 31, 2018 (the “Second Amended and Restated 2014 Plan”), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding ordinary shares.

(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act. The offering price per ordinary share and the aggregate offering price is based upon the average of the high and low prices of the ordinary shares, as reported on the NASDAQ Global Market on November 8, 2018.

(3) Represents 550,000 additional ordinary shares reserved for issuance under the Second Amended and Restated 2014 Plan. See “Explanatory Note” for additional information.

EXPLANATORY NOTE

REGISTRATION OF ADDITIONAL SHARES

Quotient Limited (the “Company”) has registered an aggregate of 3,020,206 ordinary shares for issuance under the Quotient Limited 2014 Stock Incentive Plan, as adopted on March 31, 2014, amended and restated on October 28, 2016 and further amended and restated on October 31, 2018 (such plan, as amended and restated on October 28, 2016, the “Amended and Restated 2014 Plan”, and, as further amended and restated on October 31, 2018, the “Second Amended and Restated 2014 Plan”), pursuant to Registration Statements onForm S-8(Nos. 333-195507,333-214483,333-218462 and333-225553) filed with the Securities and Exchange Commission (the “SEC”) on April 25, 2014, November 7, 2016, June 2, 2017 and June 11, 2018, respectively (the “Prior Registration Statements”).

On October 31, 2018, at the annual general shareholders meeting of the Company, the shareholders of the Company approved the adoption of the Second Amended and Restated 2014 Plan, which reflected amendments to the Amended and Restated 2014 Plan to increase by 550,000 both the number of ordinary shares authorized for issuance and the maximum number of ordinary shares that may be issued upon the exercise of incentive stock options.

The Company is filing this Registration Statement on FormS-8 to register 550,000 additional ordinary shares reserved for issuance under the Second Amended and Restated 2014 Plan. Pursuant to General Instruction E of FormS-8, this Registration Statement hereby incorporates by reference the contents of the Prior Registration Statements, except to the extent supplemented, amended or superseded by the information set forth herein.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed by the registrant with the SEC are hereby incorporated by reference herein, and shall be deemed to be a part of, this Registration Statement:

• The description of the ordinary shares contained in Amendment No. 3 to the Registration Statement onForm 8-A/A (FileNo. 001-36415), filed with the SEC on October 30, 2015 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any amendments or reports filed for the purpose of updating such description;

• The Current Reports on Form8-K filed with the SEC on April 5, 2018, May 11, 2018, May 29, 2018 (but only with respect to Item 5.02 and Exhibit 10.1 thereto), June 29, 2018, August 8, 2018, August 13, 2018, October 31, 2018 and November 6, 2018;

• The Annual Report onForm 10-K for the fiscal year ended March 31, 2018 filed with the SEC on May 30, 2018 pursuant to Section 13 of the Exchange Act;

• The Quarterly Reports on Form10-Q for the quarterly periods ended June 30, 2018 and September 30, 2018 filed with the SEC on August 7, 2018 and November 6, 2018, respectively; and

• The Amendment No. 1 to the Definitive Proxy Statement on Schedule 14A filed with the SEC on August 31, 2018 pursuant to Section 14(a) of the Exchange Act (but only with respect to information required by Part III of the Company’s Annual Report onForm 10-K for the year ended March 31, 2018).

In addition, all documents filed by the registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this registration statement and prior to the filing of apost-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part of it from the respective dates of filing such documents; except as to any portion of any future annual, quarterly or current report or other document that is deemed furnished and not deemed filed under such provisions. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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Item 8. Exhibits.

Exhibit number	Exhibit description
4.1*	Quotient Limited 2014 Stock Incentive Plan, as adopted on March 31, 2014, amended and restated on October  28, 2016 and further amended and restated on October 31, 2018 (incorporated by reference to Exhibit A to Amendment No. 1 to the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August  31, 2018).
5.1	Opinion of Carey Olsen
23.1	Consent of Ernst & Young LLP
23.2	Consent of Carey Olsen (contained in Exhibit 5.1).
24.1	Power of Attorney (included in signature page).

* Filed previously.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing onForm S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Eysins, Switzerland on November 9, 2018.

Quotient Limited
By:	/s/ Franz Walt
	Name:	Franz Walt
	Title:	Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Franz Walt, Christopher Lindop and Roland Boyd and each of them, as such person’s true and lawfulattorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and any additional related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (includingpost-effective amendments to the registration statement and any such related registration statements), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, granting unto saidattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ Franz Walt	Chief Executive Officer and Director (Principal Executive Officer)	November 9, 2018
Franz Walt
/s/ Christopher Lindop	Chief Financial Officer (Principal Financial Officer)	November 9, 2018
Christopher Lindop
/s/ Roland Boyd	Group Financial Controller and Treasurer (Principal Accounting Officer)	November 9, 2018
Roland Boyd
/s/ Thomas Bologna	Director	November 9, 2018
Thomas Bologna
/s/ Frederick Hallsworth	Director	November 9, 2018
Frederick Hallsworth
/s/ Brian McDonough	Director	November 9, 2018
Brian McDonough
/s/ Sarah O’Connor	Director	November 9, 2018
Sarah O’Connor
/s/ Zubeen Shroff	Director	November 9, 2018
Zubeen Shroff

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Name	Title	Date
/s/ Heino von Prondzynski	Director	November 9, 2018
Heino von Prondzynski
/s/ John Wilkerson	Director	November 9, 2018
John Wilkerson
/s/ Jeremy Stackawitz	Authorized Representative in the United States	November 9, 2018
Jeremy Stackawitz

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