Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed by Quotient Limited (the “Company” or “we”, “us” and “our”) on its Current Report on Form8-K filed January 16, 2019 (the “January 16, 20198-K”), on January 15, 2019, the Company and the subsidiary guarantors named therein entered into purchase agreements (the “Purchase Agreements”) with the purchasers named therein (the “Purchasers”) pursuant to which the Company agreed to issue and sell to the Purchasers, and the Purchasers agreed to purchase, subject to the CE Marking Securities Triggering Event (as defined below) occurring on or before April 30, 2019 as well as certain other customary closing conditions, $25.0 million aggregate principal amount of the Company’s 12% Senior Secured Notes due 2024 (the “CE Marking Notes”) at a purchase price equal to 100% of the principal amount thereof. In addition, pursuant to the Purchase Agreements, the Company also agreed to enter into royalty rights agreements at the closing of the CE Marking Notes with each of the Purchasers, pursuant to which the Company will issue to the Purchasers the right to receive, in the aggregate, a payment equal to 0.4% of the aggregate net sales of MosaiQ instruments and consumables in the donor testing market in the European Union and the United States. The “CE Marking Securities Triggering Event” means the occurrence of both (i) a press release of the Company announcing the European CE Marking of the Company’s initial MosaiQ IH Microarray and (ii) the issuance of the consent of the Jersey Financial Services Commission to the issuance of the CE Marking Notes.
On April 30, 2019, the Company, the subsidiary guarantors named therein and the Purchasers entered into amendments to the Purchase Agreements pursuant to which the parties agreed to extend the deadline for the CE Marking Securities Triggering Event to May 31, 2019.
The description of the amendments to the Purchase Agreements contained herein is qualified in its entirety by reference to the Form of Amendment No. 1 to the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form8-K and is incorporated herein by reference. For more information about the Purchase Agreements, see the January 16, 20198-K.
Item 7.01. Regulation FD Disclosure.
On May 1, 2019, the Company announced the European CE Marking of the Company’s initial MosaiQ IH Microarray. The full text of the press release is filed as Exhibit 99.1 to this Current Report onForm 8-K.
The information in this Item 7.01 of this Current Report onForm 8-K, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under such section, nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 8.01. Other Events.
Pursuant to the terms of the indenture governing the Company’s 12% Senior Secured Notes due 2024, the CE Marking Securities Triggering Event occurred on May 1, 2019. Pursuant to the terms of the Purchase Agreements, as amended, and subject to the satisfaction of the closing conditions provided for therein, the Company expects the closing of the CE Marking Notes to occur within 10 business days of the date of this Current Report on Form8-K.
Item 9.01. Financial Statements and Exhibits
Set forth below is a list of Exhibits included as part of this Current Report.
