UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM10-K/A
(Amendment No. 1)
(Mark One)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended March 31, 2019
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number001-36415
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 | Not Applicable | |
| (Address of Principal Executive Offices) | (Zip Code) | |
011-41-22-716-9800
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of exchange on which registered | ||
| Ordinary Shares, nil par value | QTNT | The Nasdaq Global Market |
Securities registered pursuant to Section 12(g) of the Act
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-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 13(a) of the Exchange Act. ☒
Indicate by check mark whether the Registrant is a shell company (as defined inRule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of September 30, 2018, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s ordinary shares held bynon-affiliates was approximately $180.5 million based on the closing sales price of the registrant’s ordinary shares on September 30, 2018 as reported on The Nasdaq Global Market.
On May 28, 2019, the registrant had a total of 66,179,110 ordinary shares, nil par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for the 2019 annual meeting of shareholders are incorporated by reference into Part III of this Annual Report on Form10-K.
EXPLANATORY NOTE - AMENDMENT
Quotient Limited (the “Company”) is filing this Amendment No. 1 (the “Amendment”) to its Annual Report on Form10-K for the year ended March 31, 2019, as originally filed with the Securities and Exchange Commission on May 29, 2019 (the “Original Filing”), for the sole purpose of filing Exhibit 4.12, the Description of Share Capital.
No other changes have been made to the Original Filing or any other exhibits. This Amendment speaks as of the filing date of the Original Filing and does not reflect events occurring after the original filing date or modify or update those disclosures that may be affected by subsequent events.
| Item 15. | Exhibits and Financial Schedules |
| (a)(1) | No financial statements are filed with this Amendment No. 1 to the Company’s Annual Report on Form10-K. | |||
| (a)(2) | No financial statement schedules are filed with this Amendment No. 1 to the Company’s Annual Report on Form10-K. | |||
| (a)(3) | The Exhibit Index from the Original Form10-K is incorporated herein by reference. | |||
| (b) | The following exhibits are filed with this Amendment No. 1 to the Company’s Annual Report on Form10-K: | |||
| 4.12 Description of Share Capital | ||||
| 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
INDEX TO EXHIBITS
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| QUOTIENT LIMITED | ||||||
| June 14, 2019 | By: | /s/ Franz Walt | ||||
| Franz Walt, | ||||||
| Chief Executive Officer | ||||||
| (Principal Executive Officer) | ||||||
