| Item 1.01. | Entry into a Material Definitive Agreement. |
Quotient Limited (the “Company” or “we”, “us” and “our”) received consents from all of the holders (the “Consenting Holders”) of its 12% Senior Secured Notes due 2025 (the “SSNs”) issued pursuant to the Indenture, dated as of October 14, 2016 (as subsequently amended, the “Indenture”), by and among the Company, the guarantors party thereto and U.S. Bank National Association, a national banking association, as trustee and collateral agent, to further amend the Indenture pursuant to the Ninth Supplemental Indenture, dated as of December 15, 2022 (the “Ninth Supplemental Indenture”). The Ninth Supplemental Indenture has been executed by the Company, the Trustee and the other parties thereto and is in effect.
Pursuant to the Ninth Supplemental Indenture, the Company issued and delivered further SSNs (the “Further SSNs”) in an aggregate principal amount of $10,000,000. The Further SSNs have the same terms as the SSNs, except that the Further SSNs have payment priority over other SSNs if any event of default occurs under the Indenture. So long as an event of default does not occur under the Indenture, the Further SSNs and the original SSNs are treated as a single class thereunder, including for purposes of directions provided to the Trustee, waivers, amendments, redemptions and offers to purchase, and rank on a parity basis in right of payment and security. If an event of default occurs under the Indenture, the Further SSNs will constitute a separate class under the Indenture, and will have payment priority over the original SSNs.
The Company sought the amendments described above to enhance liquidity by issuing Further SSNs in an aggregate principal amount of $10,000,000.
The above description of the Ninth Supplemental Indenture is qualified in its entirety by reference to the Ninth Supplemental Indenture, a copy of which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On December 12, 2022, the Company notified the Nasdaq Stock Market LLC of its intention to voluntarily withdraw its ordinary shares from listing on the Nasdaq Global Market, as previously disclosed in the Company’s Current Report on Form 8-K, filed on December 12, 2022.
In order to implement the delisting, the Company now intends to file a Form 25 with the Securities and Exchange Commission on or about December 22, 2022. The delisting of the Company’s ordinary shares will take effect no earlier than ten days after the date of that Form 25 filing. The Company expects that as a result of this voluntary delisting, the last full trading day of its ordinary shares on the Nasdaq Global Market will be December 30, 2022. As previously disclosed, the Company does not intend to apply to list its ordinary shares on any other stock exchange or for quotation of its ordinary shares in any quotation medium.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
