UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 5, 2021
QUOTIENT LIMITED
(Exact name of registrant as specified in its charter)
Jersey, Channel Islands | 001-36415 | Not Applicable | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
B1, Business Park Terre Bonne, Route de Crassier 13, 1262 Eysins, Switzerland | Not Applicable | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 011-41-22-716-9800
n/a
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Ordinary Shares, nil par value | QTNT | The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 5, 2021, Quotient Limited (the “Company” and, together with its consolidated subsidiaries, “we”, “us” and “our”) amended its employment agreement (the “Amendment”) with Manuel O. Méndez, its Chief Executive Officer, dated February 23, 2021 (as previously amended, the “Employment Agreement”), to provide for (i) the surrender of Mr. Méndez’s entitlement to the guaranteed portion of his Discretionary Bonus for the Company’s fiscal year ending in 2022, which under the Employment Agreement is 600,000 Swiss Francs, (ii) the Company’s prompt payment in cash to Mr. Méndez of 600,000 Swiss Francs, net of social security cost deductions, to further support Mr. Méndez’s relocation to Switzerland. Mr. Méndez’s surrender of his entitlement to the guaranteed portion of his Discretionary Bonus does not affect his eligibility for additional bonus compensation that may be awarded by the Company’s Board of Directors in its sole discretion. The Amendment also confirms that, as provided in Mr. Méndez’s original Employment Agreement, the Company will reimburse Mr. Méndez, net of social security cost deductions, for all expenses incurred by Mr. Méndez in connection with his relocation to Switzerland, and that for relocation expenses incurred prior to the earlier of December 31, 2021 and Mr. Méndez’s move into his primary residence in Switzerland, such reimbursements will also be paid to Mr. Méndez net of tax deductions. A copy of the Amendment is included as Exhibit 10.2 to this Current Report on Form 8-K.
The foregoing description of the terms of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Amendment, which is filed herewith as Exhibit 10.2 and is incorporated herein by reference. The Employment Agreement was originally filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 1, 2021 and is also incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit | Description | |
10.1 | Employment Agreement, dated as of February 23, 2021 (amended June 7, 2021), by and between Quotient Limited and Manuel O. Méndez (Filed as Exhibit 10.2 to our Current Report on Form 8-K on March 1, 2021 and incorporated herein by reference). | |
10.2* | Amendment to Employment Agreement, dated as of October 5, 2021, by and between Quotient Limited and Manuel O. Méndez. | |
104 | The cover page for this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101) |
* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
October 6, 2021
QUOTIENT LIMITED | ||
By: | /s/ Manuel O. Méndez | |
Name: | Manuel O. Méndez | |
Title: | Chief Executive Officer |