UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 3, 2019 (July 2, 2019)
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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 | 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 Rule12b-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 8.01 | Other Events. |
On July 2, 2019, Quotient Limited (the “Company”) amended its employment agreement with Franz Walt, its Chief Executive Officer, dated May 24, 2018 (the “Employment Agreement”), to provide for automatic renewal of its term for an additional twelve months, subject to either party giving the other party at least three months’ written notice that the term of the Employment Agreement shall not be extended. A copy of the July 2, 2019 amendment is included as Exhibit 99.2 to this Current Report on Form8-K.
The Company is also including in this Current Report on Form8-K as Exhibit 99.1 an immaterial amendment to the Employment Agreement, dated November 20, 2018, whereby the Company agreed, in lieu of reimbursing Mr. Walt CHF2,500 per month for the rental cost of a 1-bedroom apartment in the Geneva area, to reimburse Mr. Walt for incremental costs incurred by him when his spouse travels with him to Eysins, Switzerland. The November 2, 2018 amendment to the Employment Agreement was inadvertently not included as an exhibit to the Company’s Annual Report on Form10-K for the year ended March 31, 2019 (filed with the Securities and Exchange Commission on May 29, 2019).
The foregoing descriptions of the terms of the November 2, 2018 and July 2, 2019 amendments to the Employment Agreement do not purport to be complete and are subject to, and qualified in their entirety by, reference to the respective amendments, which are filed herewith as Exhibits 99.1 and 99.2 and are incorporated herein by reference. The Employment Agreement was originally filed as Exhibit 10.1 to the Company’s Current Report on Form8-K filed May 29, 2018, and is also incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits. |
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.
QUOTIENT LIMITED | ||||||
Dated: July 3, 2019 | By: | /s/ Christopher Lindop | ||||
Name: | Christopher Lindop | |||||
Title: | Chief Financial Officer |