As filed with the Securities and Exchange Commission on March 16, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Quantum-Si Incorporated
(Exact name of registrant as specified in its charter)
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Delaware
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85-1388175
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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530 Old Whitfield Street
Guilford, Connecticut 06437
(Address of Principal Executive Offices)
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06437
(Zip Code)
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2021 Equity Incentive Plan
(Full title of the plan)
Jeffrey Hawkins
Chief Executive Officer
Quantum-Si Incorporated
530 Old Whitfield Street
Guilford, Connecticut 06437
(Name and address of agent for service)
(866) 688‑7374
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☐
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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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This registration statement registers an aggregate of 5,597,770 additional shares of Class A common stock, par value $0.0001 per share, of Quantum-Si Incorporated (the “Registrant”) reserved under the Quantum-Si
Incorporated 2021 Equity Incentive Plan (the “2021 Plan”), representing an increase of 5,597,770 shares reserved under the 2021 Plan effective January 1, 2023 by operation of the 2021 Plan’s “evergreen” provision. This registration statement
registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 (File No. 333-259271) relating to an employee benefit plan is effective. The information contained in the Registrant’s
registration statement on Form S-8 filed with the Securities and Exchange Commission on September 2, 2021 (File No. 333-259271) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Exhibit
Number
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Exhibit Description
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Filed
Herewith
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Incorporated
by Reference
herein from
Form or
Schedule
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Filing Date
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SEC File/
Reg. Number
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Second Amended and Restated Certificate of Incorporation of the Registrant.
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8-K
(Exhibit 3.1)
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6/15/2021
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001-39486
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Amended and Restated Bylaws of the Registrant.
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10-K
(Exhibit 3.2)
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2/28/2022
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001-39486
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Specimen Class A Common Stock Certificate.
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S-4/A
(Exhibit 4.1)
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5/11/2021
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333-253691
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Warrant Agreement, dated as of September 3, 2020, by and between Quantum-Si Incorporated (formerly HighCape Capital Acquisition Corp.) and Continental Stock Transfer & Trust Company.
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8-K
(Exhibit 4.1)
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9/9/2020
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001-39486
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Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
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X
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Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in opinion of counsel filed as Exhibit 5.1).
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X
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Consent of Deloitte & Touche LLP, independent registered public accounting firm.
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X
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Power of Attorney (included on the signature page hereof).
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X
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Quantum-Si Incorporated 2021 Equity Incentive Plan.
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8-K
(Exhibit 10.13.1)
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6/15/2021
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001-39486
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Form of Stock Option Agreement under 2021 Equity Incentive Plan.
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8-K
(Exhibit 10.13.2)
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6/15/2021
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001-39486
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Form of Restricted Stock Unit Agreement under 2021 Equity Incentive Plan.
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S-8
(Exhibit 99.3)
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9/2/2021
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333-259271
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Filing Fee Table
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X
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+ Denotes management contract or compensatory plan or arrangement
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Guilford, State of Connecticut, on March 16, 2023.
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QUANTUM-SI INCORPORATED
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By:
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/s/ Jeffrey Hawkins
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Jeffrey Hawkins
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Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints each of Jeffrey Hawkins and Claudia Drayton, acting alone or together with another attorney-in-fact, as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ Jeffrey Hawkins
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Chief Executive Officer and Director
(Principal Executive Officer)
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March 16, 2023
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Jeffrey Hawkins
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/s/ Claudia Drayton
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Chief Financial Officer (Principal Financial and Accounting Officer)
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March 16, 2023
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Claudia Drayton
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/s/ Jonathan M. Rothberg, Ph.D.
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Chairman
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March 16, 2023
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Jonathan M. Rothberg, Ph.D.
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/s/ Vikram Bajaj, Ph.D.
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Director
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March 16, 2023
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Vikram Bajaj, Ph.D.
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/s/ Marijn Dekkers, Ph.D.
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Director
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March 16, 2023
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Marijn Dekkers, Ph.D.
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/s/ Ruth Fattori
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Director
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March 16, 2023
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Ruth Fattori
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/s/ Brigid A. Makes
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Director
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March 16, 2023
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Brigid A. Makes
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/s/ Michael Mina, M.D., Ph.D.
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Director
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March 16, 2023
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Michael Mina, M.D., Ph.D.
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/s/ Kevin Rakin
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Director
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March 16, 2023
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Kevin Rakin
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