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    Amendment: SEC Form SC 13D/A filed by Quantum-Si Incorporated

    9/17/24 4:24:56 PM ET
    $QSI
    Industrial Machinery/Components
    Industrials
    Get the next $QSI alert in real time by email
    SC 13D/A 1 ef20035967_sc13da.htm SC 13D/A

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549



    SCHEDULE 13D
     
    Under the Securities Exchange Act of 1934
    (Amendment No. 2)*



    Quantum-Si Incorporated
    (Name of Issuer)
     
    Class A common stock, par value $0.0001 per share
    Class B common stock, par value $0.0001 per share
    (Title of Class of Securities)
     
    Class A common stock: 74765K105
    Class B common stock: Not Applicable
    (CUSIP Number)
     
    Jonathan M. Rothberg, Ph.D.
    c/o Quantum-Si Incorporated
    29 Business Park Drive
    Branford, Connecticut 06405
    (866) 688-7374
     (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
     
    Copies to:
     
    Michael L. Fantozzi, Esq.
    Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
    One Financial Center
    Boston, Massachusetts 02111
     
    September 13, 2024
    (Date of Event Which Requires Filing of this Statement)



    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐



    Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.


     
    *
    The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
     
    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



      SCHEDULE 13D  
    CUSIP NO. 74765K105
    13D
    Page 2 of 8
    1
    NAMES OF REPORTING PERSONS
     
     
    Jonathan M. Rothberg, Ph.D.
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐
     
    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
    PF1
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐
     
     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    United States of America
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     
    15,472,075 shares of Class A common stock and 19,937,500 shares of Class B common stock1
     
     
     
     
    8
    SHARED VOTING POWER
     
     
    2,190,489 shares of Class A common stock2
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    15,472,075 shares of Class A common stock and 19,937,500 shares of Class B common stock1
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    2,190,489 shares of Class A common stock2
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    17,662,564 shares of Class A common stock and 19,937,500 shares of Class B common stock12
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐
     
     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
    14.4% of the Class A common stock and 100% of the Class B common stock3
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    IN
     
     
     
     


    1 Consists of (i) 2,561,606 shares of Class A common stock of Quantum-Si Incorporated (f/k/a HighCape Capital Acquisition Corp.) (the “Issuer”) held by Jonathan M. Rothberg, Ph.D., (ii) stock options to purchase 430,361 shares of Class A common stock of the Issuer which are exercisable within 60 days of September 13, 2024, held by Dr. Jonathan M. Rothberg, (iii) 6,230,108 shares of Class A common stock of the Issuer held by 2012 JMR Trust Common, LLC, (iv) 6,250,000 shares of Class A common stock of the Issuer distributed from 2012 JMR Trust Common, LLC and held by entities owned by trusts created for the benefit of Dr. Jonathan Rothberg’s children, (v) 17,943,750 shares of Class B common stock of the Issuer held by 4C Holdings I, LLC and (vi) 1,993,750 shares of Class B common stock of the Issuer held by 4C Holdings V, LLC.
    2 Consists of (i) 1,917,067 shares of Class A common stock of the Issuer held by 23rd Century Capital LLC, and (ii) 273,422 shares of Class A common stock of the Issuer held by Dr. Jonathan Rothberg’s spouse, Bonnie E. Gould Rothberg, M.D.
    3 Calculated based on 122,423,802 shares of Class A common stock of the Issuer and 19,937,500 shares of Class B common stock of the Issuer outstanding as of August 2, 2024.


      SCHEDULE 13D  
    CUSIP NO. 74765K105
    13D
    Page 3 of 8
    1
    NAMES OF REPORTING PERSONS
     
     
    23rd Century Capital LLC
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐
     
    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
    PF
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐
     
     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     

     
     
     
     
    8
    SHARED VOTING POWER
     
     
    1,917,067 shares of Class A common stock
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     

     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    1,917,067 shares of Class A common stock
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    1,917,067 shares of Class A common stock
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐
     
     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
    1.6% of the Class A common stock4
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     


    4 Calculated based on 122,423,802 shares of Class A common stock of the Issuer outstanding as of August 2, 2024.


      SCHEDULE 13D  
    CUSIP NO. 74765K105
    13D
    Page 4 of 8
    1
    NAMES OF REPORTING PERSONS
     
     
    2012 JMR Trust Common, LLC
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐
     
    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
    PF
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐
     
     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     

     
     
     
     
    8
    SHARED VOTING POWER
     
     
    6,230,108 shares of Class A common stock
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     

     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    6,230,108 shares of Class A common stock
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    6,230,108 shares of Class A common stock
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐

     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
    5.1% of the Class A common stock5
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     


    5 Calculated based on 122,423,802 shares of Class A common stock of the Issuer outstanding as of August 2, 2024.


      SCHEDULE 13D  
    CUSIP NO. 74765K105
    13D
    Page 5 of 8
    1
    NAMES OF REPORTING PERSONS
     
     
    4C Holdings I, LLC
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐
     
    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
    PF
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐
     
     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     

     
     
     
     
    8
    SHARED VOTING POWER
     
     
    17,943,750 shares of Class B common stock
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     

     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    17,943,750 shares of Class B common stock
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    17,943,750 shares of Class B common stock
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐
     
     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
    90% of the Class B common stock6
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     


    6 Calculated based on 19,937,500 shares of Class B common stock of the Issuer outstanding as of August 2, 2024.


      SCHEDULE 13D  
    CUSIP NO. 74765K105
    13D
    Page 6 of 8
    1
    NAMES OF REPORTING PERSONS
     
     
    4C Holdings V, LLC
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐

    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
    PF
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐

     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     

     
     
     
     
    8
    SHARED VOTING POWER
     
     
    1,993,750 shares of Class B common stock
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     

     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    1,993,750 shares of Class B common stock
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    1,993,750 shares of Class B common stock
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐
     
     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
    10% of the Class B common stock 7
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     


    7 Calculated based on 19,937,500 shares of Class B common stock of the Issuer outstanding as of August 2, 2024.


      SCHEDULE 13D  
    CUSIP NO. 74765K105
    13D
    Page 7 of 8
    Explanatory Note

    This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends and supplements the Schedule 13D filed on June 18, 2021, as amended by Amendment No. 1 filed on September 13, 2023 (as amended, the “Schedule 13D”) relating to the Class A common stock, par value $0.0001 per share, and Class B common stock, par value $0.0001 per share, of Quantum-Si Incorporated (f/k/a HighCape Capital Acquisition Corp.), a Delaware corporation (the “Issuer”). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 2. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D.

    Item 1.
    Security and Issuer.
     
    There are no changes to the Item 1 information previously filed.
     
    Item 2.
    Identity and Background.
     
    There are no changes to the Item 2 information previously filed.
     
    Item 3.
    Source and Amount of Funds or Other Consideration.
     
    There are no changes to the Item 3 information previously filed.
     
    Item 4.
    Purpose of Transaction.
     
    Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

    In connection with estate planning, entities owned by trusts created for the benefit of Dr. Jonathan Rothberg’s children have entered into a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Plan”), a copy of which is attached hereto as Exhibit 4. Pursuant to the Plan, sales of up to 6,250,000 shares of Class A common stock may be effected during the plan sales period beginning following the cooling-off period contained in Rule 10b5-1(c) on January 13, 2025 and ending on January 13, 2026 in accordance with the terms and conditions of the Plan. The sale of shares of Class A common stock under the Plan is subject to minimum price parameters included in the Plan, and there is no assurance that any shares of Class A common stock will be sold under the Plan.

    Item 5.
    Interest in Securities of the Issuer.
     
    There are no changes to the Item 5 information previously filed.
     
    Item 6.
    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
     
    There are no changes to the Item 6 information previously filed.
     
    Item 7.          Material to be Filed as Exhibits.
     
    Item 7 of the Schedule 13D is hereby amended by adding the following exhibit:
     
    Exhibit
    No.
     
    Description
    4.
     
    Rule 10b5-1 Trading Plan.


    SIGNATURE
     
    After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.
     
    Dated:  September 17, 2024
    /s/ Jonathan M. Rothberg

     
    Jonathan M. Rothberg, Ph.D.
     
     
    23rd Century Capital LLC
     
    By: 
    /s/ Jonathan M. Rothberg
      Name:Jonathan M. Rothberg, Ph.D.
     
    Title: Member
     
     
    2012 JMR Trust Common, LLC
     
    By: 
    /s/ Jonathan M. Rothberg
      Name: Jonathan M. Rothberg, Ph.D.  
     
    Title: Manager
     
     
    4C Holdings I, LLC
     
    By: 
    /s/ Jonathan M. Rothberg
      Name: Jonathan M. Rothberg, Ph.D.  
     
    Title: Manager
     
     
    4C Holdings V, LLC
     
    By: 
    /s/ Jonathan M. Rothberg
     
    Name: Jonathan M. Rothberg, Ph.D.
     
    Title: Manager



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    Quantum-Si Incorporated (NASDAQ:QSI) ("Quantum-Si," "QSI" or the "Company"), The Protein Sequencing CompanyTM, today announced the appointment of Paula Dowdy, a senior executive with more than 35 years of experience across life sciences, enterprise software, and technology industries, to its Board of Directors. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20240321183506/en/Paula Dowdy (Photo: Business Wire) Ms. Dowdy currently serves on the Board of Directors for SPT Labtech, a world leading lab automation tools company based in the UK and is an advisor at EQT Life Sciences, one of Europe's leading investors targeting innovative

    3/21/24 4:05:00 PM ET
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    Quantum-Si Introduces World's First Next-Generation Protein Sequencer™ in Japan with Addition of New Distributor

    Quantum-Si Incorporated (NASDAQ:QSI) ("Quantum-Si," "QSI" or the "Company"), The Protein Sequencing Company™, today announced that it has entered into an agreement with a new distributor who will make the company's protein sequencing instrument, Platinum® available for the first time in Japan. TOMY Digital Biology Co., Ltd., a renowned importer and distributor with a rich history dating back to the 1950s, will distribute Quantum-Si's next-generation protein sequencer™ and associated consumables throughout Japan. "Working with Quantum-Si marks a pivotal moment for TOMY Digital Biology, aligning with our commitment to advancing life sciences. We're poised to empower Japanese researchers wit

    1/18/24 8:30:00 AM ET
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    Quantum-Si to Report Third Quarter 2025 Financial Results on November 5, 2025

    Quantum-Si Incorporated (NASDAQ:QSI) ("Quantum-Si," "QSI" or the "Company"), a proteomics technology company redefining protein analysis through single-molecule detection, today announced that it will report financial results for the third quarter 2025 on Wednesday, November 5, 2025. Jeff Hawkins, President and Chief Executive Officer, and Jeff Keyes, Chief Financial Officer, will host a conference call to discuss financial results and provide a business update on the same day at 4:30 PM ET. Individuals interested in listening to the conference call may do so by joining the live webcast on the Investors section of the Quantum-Si website under Events and Presentations. Alternatively, ind

    10/13/25 8:00:00 AM ET
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    Quantum-Si to Report Second Quarter 2025 Financial Results on August 5, 2025

    Quantum-Si Incorporated (NASDAQ:QSI) ("Quantum-Si," "QSI" or the "Company"), a proteomics technology company redefining protein analysis through single-molecule detection, today announced that it will report financial results for the second quarter 2025 on Tuesday, August 5, 2025. Jeff Hawkins, President and Chief Executive Officer, and Jeff Keyes, Chief Financial Officer, will host a conference call to discuss financial results and provide a business update on the same day at 4:30 PM ET. Individuals interested in listening to the conference call may do so by joining the live webcast on the Investors section of the Quantum-Si website under Events and Presentations. Alternatively, indivi

    7/14/25 8:00:00 AM ET
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    Quantum-Si to Report First Quarter 2025 Financial Results on May 15, 2025

    Quantum-Si Incorporated (NASDAQ:QSI) ("Quantum-Si," "QSI" or the "Company"), The Protein Sequencing CompanyTM, today announced that it will report financial results for the first quarter 2025 on Thursday, May 15, 2025. Jeff Hawkins, President and Chief Executive Officer, and Jeff Keyes, Chief Financial Officer, will host a conference call to discuss financial results and provide a business update on the same day at 4:30 PM ET. Individuals interested in listening to the conference call may do so by joining the live webcast on the Investors section of the Quantum-Si website under Events and Presentations. Alternatively, individuals can register here to receive a dial-in number and personali

    4/24/25 8:00:00 AM ET
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    Amendment: SEC Form SC 13D/A filed by Quantum-Si Incorporated

    SC 13D/A - Quantum-Si Inc (0001816431) (Subject)

    9/17/24 4:24:56 PM ET
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    Amendment: SEC Form SC 13G/A filed by Quantum-Si Incorporated

    SC 13G/A - Quantum-Si Inc (0001816431) (Subject)

    6/28/24 5:16:32 PM ET
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    SEC Form SC 13G filed by Quantum-Si Incorporated

    SC 13G - Quantum-Si Inc (0001816431) (Subject)

    2/13/24 9:41:18 AM ET
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