Item 1.01 Entry into a Material Definitive Agreement.
On September 10, 2020, Quotient Limited (the “Company” or “we”, “us” and “our”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. 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 17,647,059 of our ordinary shares of no par value per share, at the public offering price of $4.25 per share, less underwriting discounts and commissions, 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 2,647,058 additional ordinary shares from us at the public offering price, less underwriting discounts and commissions (the “Additional Share Option”). On September 11, 2020, the Underwriters exercised the Additional Share Option in full.
We expect to receive net proceeds from the offering of approximately $80.5 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.
The offering is expected to close on September 15, 2020, 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 is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
