| Item 1.01 | Entry into a Material Definitive Agreement. |
Sale Agreement
On May 31, 2019, Quotient Limited (the “Company”) entered into an Open Market Sale AgreementSM (the “Sale Agreement”) with Jefferies LLC, as sales agent and/or principal (“Jefferies”), pursuant to which the Company may issue and sell from time to time up to an aggregate of $80 million of the Company’s ordinary shares, of no par value per share (the “Shares”), through Jefferies.
The Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Registration Statement on FormS-3 (FileNo. 333-226800) (the “Registration Statement”), which was originally filed with the Securities and Exchange Commission (“SEC”) on August 13, 2018 and declared effective by the SEC on August 24, 2018, the base prospectus contained within the Registration Statement, and a prospectus supplement that was filed with the SEC on May 31, 2019.
Sales of the Shares, if any, pursuant to the Sale Agreement, may be made by any method that is deemed to be an“at-the-market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through The Nasdaq Global Market, or any other existing trading market for the Company’s ordinary shares, sales made to or through a market maker other than on an exchange or otherwise, in negotiated transactions with the Company’s consent at market prices prevailing at the time of sale or prices related to such prevailing market prices, and/or any other method permitted by law. Jefferies will act as sales agent and/or principal and will use commercially reasonable efforts to sell on the Company’s behalf all of the Shares requested to be sold by the Company, consistent with its normal trading and sales practices, on mutually agreed terms between Jefferies and the Company.
The Company has no obligation to sell any of the Shares under the Sale Agreement, and may at any time suspend offers under the Sale Agreement upon proper notice to Jefferies or terminate the Sale Agreement upon one trading day’s written notice. The Company intends to use the net proceeds of the offering to fund the ongoing scale up and commercialization of MosaiQ and for working capital and other general corporate purposes.
The Sale Agreement contains customary representations, warranties and agreements by the Company, as well as indemnification obligations of the Company for certain liabilities under the Securities Act.
Under the terms of the Sale Agreement, the Company will pay Jefferies a commission equal to 3% of the gross proceeds of the Shares sold through it under the Sale Agreement. In addition, the Company has agreed to pay certain expenses incurred by Jefferies in connection with the offering.
This Current Report on Form8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
The above description of the Sale Agreement is qualified in its entirety by reference to the Sale Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
