Form 8-K
8-K — Quantum-Si Inc
Accession: 0001816431-26-000032
Filed: 2026-05-07
Period: 2026-05-07
CIK: 0001816431
SIC: 3829 (MEASURING & CONTROLLING DEVICES, NEC)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
8-K — qsi-20260507.htm (Primary)
EX-99.1 (qsi572026ex991.htm)
EX-99.2 (qsi572026ex992.htm)
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8-K
8-K (Primary)
Filename: qsi-20260507.htm · Sequence: 1
qsi-20260507
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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): May 7, 2026
QUANTUM-SI INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware
001-39486
85-1388175
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
29 Business Park Drive
Branford, Connecticut
06405
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (866) 688-7374
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 of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
Class A common stock, par value $0.0001 per share QSI The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share QSIAW The Nasdaq Stock Market LLC
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 o
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. o
Item 2.02. Results of Operations and Financial Condition.
On May 7, 2026, Quantum-Si Incorporated (the “Company”) issued a press release announcing its results for the three months ended March 31, 2026 and provided a business update. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
Exhibit
No.
Description
99.1
Press Release dated May 7, 2026
99.2
Use of Non-GAAP Financial Measures
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
QUANTUM-SI INCORPORATED
By:
/s/ Jeffry Keyes
Name: Jeffry Keyes
Title: Chief Financial Officer
Date: May 7, 2026
EX-99.1
EX-99.1
Filename: qsi572026ex991.htm · Sequence: 2
Document
Exhibit 99.1
Quantum-Si Reports First Quarter 2026 Financial Results and Highlights ProteusTM Development Milestones
Successful sequencing on integrated Proteus instruments and continued progress toward amino acid coverage and overall launch capabilities
BRANFORD, Conn. -- (BUSINESS WIRE) -- May 7, 2026 -- Quantum-Si Incorporated (Nasdaq: QSI) (“Quantum-Si,” “QSI” or the “Company”), a proteomics technology company redefining protein analysis through single-molecule protein sequencing, today announced financial results for the first quarter ended March 31, 2026.
Press Release Highlights
•Successful sequencing on integrated Proteus™ instruments
•Sequenced first customer samples on a Proteus prototype system
•Current developmental sequencing kit detects 17 amino acids
•Multiple customer posters, pre-prints and manuscripts released during the quarter
•Initiated Proteus roadshows to build awareness and prepare market for anticipated commercial launch at the end of 2026
“We delivered a strong quarter of Proteus execution, achieving the key development milestones we outlined at our Investor & Analyst Day in November 2025. Most notably, we achieved automated sequencing runs on integrated Proteus instruments bringing together all the core elements of the system planned for the launch configuration spanning instrumentation, KinetIQ™ Array, Sequencing chemistry and data analysis, all without user intervention once the run is initiated,” said Jeff Hawkins, President and Chief Executive Officer. “While there is more work ahead, the momentum we are building across all parts of the Proteus development program is encouraging and reinforces our confidence in the roadmap we are executing.”
Hawkins continued, “Commercially, we are laser focused on building market awareness about our single-molecular protein sequencing technology in general and about the Proteus system specifically. Our initial roadshows have been well attended, and we will continue to expand the number of events to build awareness across many geographies and end-market segments. As Proteus continues to progress through development, we can now turn our focus towards being able to open customer access to sample evaluations and ultimately enabling early access sites with Proteus instruments this summer to continue to build momentum and interest in preparation for commercial launch at the end of 2026.”
First Quarter 2026 Financial Results
For the first quarter of 2026, the Company recorded revenue of $258,000. Gross profit was $74,000 and gross margin was 29%.
Total operating expenses were $24.1 million in the first quarter of 2026, compared to $25.6 million for the same period in the prior year. Adjusted total operating expenses were $21.4 million in the first quarter of 2026 compared to $22.9 million for the same period in the prior year. The Company funded research and development at a higher run rate year-over-year to support Proteus development and launch readiness, while selling, general and administrative expenses were lower year-over-year due to continued tight cost controls.
Net loss was $21.7 million in the first quarter of 2026, compared to a net loss of $19.2 million in the same period of the prior year. Adjusted EBITDA was negative $20.1 million in the first quarter of 2026, compared to negative $21.5 million in the same period of the prior year. A reconciliation of the non-GAAP financial measures adjusted total operating expenses and adjusted EBITDA is provided in a table included in this press release.
As of March 31, 2026, the Company’s cash and cash equivalents and investments in marketable securities, were $190.4 million, which is anticipated to carry operations into the second quarter of 2028.
2026 Financial Guidance
For the full year 2026, the Company reiterated the following financial guidance, as initially issued on March 3, 2026:
Revenue: Approximately $1.0 million
Adjusted total operating expenses: $98.0 million or less
Total cash usage: $93.0 million or less
2026 will continue to represent a transition year as the Company prioritizes positioning Proteus for a successful commercial launch and long-term adoption. The Company continues to expect that 2026 revenue will be impacted by deliberate strategic actions taken in advance of the anticipated Proteus launch, including embedding upgrade credits into Platinum Pro units sold in 2026 to provide customers with a clear path to Proteus, as well as customers choosing to delay purchasing decisions as they plan for the Proteus platform. This revenue guidance reflects intentional tradeoffs designed to support market readiness and long-term platform adoption and is not indicative of underlying demand or the Company’s long-term growth opportunity.
Adjusted total operating expenses are expected to include funding of substantially all activities required to complete development and support of the commercial launch of the Proteus platform with its anticipated capabilities by the end of 2026. The Company expects to continue managing operating expenses with discipline while prioritizing investments directly tied to Proteus execution and launch readiness.
Total cash usage is expected to include operating expenses related to Proteus development, as well as modest inventory build and commercial readiness activities ahead of the anticipated Proteus launch.
The Company believes its cash, cash equivalents, and investments in marketable securities of $190.4 million as of March 31, 2026, will provide sufficient runway to execute on the Proteus launch and support operations into the second quarter of 2028.
Webcast and Conference Call Information
Quantum-Si will host a conference call to discuss its first quarter 2026 financial results on Thursday, May 7, 2026, at 4:30 p.m. Eastern Time. Individuals interested in listening to the conference call may do so by joining the live webcast in the Investors section of the Quantum-Si website under Events & Presentations. Alternatively, individuals can register here to receive a dial-in number and personalized PIN to participate in the call. An archived webcast of the event will be available for replay following the event.
About Quantum-Si Incorporated
Quantum-Si is transforming proteomics with a benchtop platform that brings single-molecule protein analysis to every lab, everywhere. The Company’s platform enables real-time kinetic-based detection and allows researchers to move beyond traditional, multistep workflows and directly access dynamic, functional protein insights with unparalleled resolution. By making protein analysis simpler, faster, and more informative,
2
Quantum-Si is accelerating proteomic discoveries to improve the way we live. Learn more at quantum-si.com or follow us on LinkedIn or X.
Use of Non-GAAP Financial Measures
This press release presents the non-GAAP financial measures “adjusted total operating expenses” and “adjusted EBITDA.” The most directly comparable measures for these non-GAAP financial measures are total operating expenses and net loss. The Company has included below adjusted total operating expenses, which presents the Company’s total operating expenses after excluding stock-based compensation, net lease termination expense, legal settlement expense, net of insurance proceeds, restructuring costs and other non-recurring operating expenses. In addition, adjusted EBITDA further excludes interest, taxes, depreciation, amortization, dividend and interest income, changes in fair value of warrant liabilities and other income or expense.
A discussion of the reasons why management believes that the presentation of non-GAAP financial measures provides useful information to investors regarding the Company’s financial condition and results of operations is included as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 7, 2026.
Forward Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. The actual results of the Company may differ from its expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s expectations with respect to future performance and development and commercialization of products, services and applications, its anticipated cash runway, the anticipated timing of product launches and product capabilities (including Proteus), investor confidence in Quantum-Si and our strategic roadmap, and any financial guidance. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Many of these factors are outside the Company’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the inability to maintain the listing of the Company’s Class A common stock on The Nasdaq Stock Market; the ability of the Company to grow and manage growth and retain its key employees; the Company’s ongoing leadership transitions and succession planning; changes in applicable laws or regulations; the ability of the Company to raise financing in the future; the success, cost and timing of the Company’s product development and commercialization activities, including the use and benefit of artificial intelligence in these and other activities; the commercialization and adoption of the Company’s existing products and the success of any product the Company may offer in the future, including Proteus; the potential attributes and benefits of the Company’s commercialized Platinum protein sequencing instruments and kits and the Company’s other products (including Proteus) once commercialized; the Company’s ability to obtain and maintain regulatory approval for its products, and any related restrictions and limitations of any approved product; the Company’s ability to identify, in-license or acquire additional technology; the Company’s ability to maintain its existing lease, license, manufacture and supply agreements; the Company’s ability to compete with other companies currently marketing or engaged in the development or commercialization of products and services that serve customers engaged in proteomic analysis, many of which have greater financial and marketing resources than the Company; the size and growth potential of the markets for the Company’s products and services, and its ability to serve those markets once commercialized, either alone or in partnership with others; the Company’s estimates regarding future expenses, future revenue, capital requirements and needs for additional financing; the Company’s financial performance; the Company’s defense and initiation of litigation matters; and other risks and uncertainties described under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and in the
3
Company’s other filings with the SEC. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.
4
QUANTUM-SI INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and par value amounts)
(unaudited)
March 31,
2026 December 31,
2025
Assets
Current assets:
Cash and cash equivalents $ 36,200 $ 21,639
Marketable securities, current 91,138 141,271
Accounts receivable, net of allowance of $270 and $270, respectively 203 561
Legal settlement insurance receivable — 4,638
Inventory 2,191 3,197
Prepaid expenses and other current assets 5,232 4,554
Total current assets 134,964 175,860
Marketable securities, non-current 63,023 52,855
Property and equipment, net 12,030 13,194
Operating lease right-of-use assets 3,098 3,464
Other assets 233 234
Total assets $ 213,348 $ 245,607
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable $ 1,790 $ 1,623
Accrued payroll and payroll-related costs 2,205 5,903
Accrued contracted services 2,879 3,356
Accrued legal settlement liability — 8,000
Accrued expenses and other current liabilities 1,557 1,505
Warrant liabilities 437 794
Current portion of operating lease liabilities
1,841 1,844
Total current liabilities 10,709 23,025
Operating lease liabilities 1,870 2,322
Other long-term liabilities
25 34
Total liabilities 12,604 25,381
Stockholders’ equity:
Class A Common stock, $0.0001 par value; 600,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 197,218,496 and 196,431,273 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively 20 20
Class B Common stock, $0.0001 par value; 27,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 19,937,500 shares issued and outstanding as of March 31, 2026 and December 31, 2025 2 2
Additional paid-in capital 920,755 918,190
Accumulated other comprehensive loss (382) (6)
Accumulated deficit (719,651) (697,980)
Total stockholders’ equity
200,744 220,226
Total liabilities and stockholders’ equity
$ 213,348 $ 245,607
5
QUANTUM-SI INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except per share amounts)
(unaudited)
Three months ended March 31,
2026 2025
Revenue
Product $ 216 $ 808
Service 42 34
Total revenue 258 842
Cost of revenue
Product 177 337
Service 7 19
Total cost of revenue 184 356
Gross profit 74 486
Operating expenses:
Research and development 14,487 13,717
Selling, general and administrative 9,640 11,881
Total operating expenses 24,127 25,598
Loss from operations (24,053) (25,112)
Dividend income 131 221
Interest income 1,744 2,326
Change in fair value of warrant liabilities 357 3,401
Other income (expense), net 28 (14)
Loss before provision for income taxes (21,793) (19,178)
Benefit (provision) for income taxes 122 (11)
Net loss $ (21,671) $ (19,189)
Net loss per common share attributable to common stockholders, basic and diluted $ (0.10) $ (0.11)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted 216,472 182,303
Other comprehensive income (loss)
Net unrealized loss on marketable securities, net of tax $ (304) $ (53)
Foreign currency translation adjustment (72) 6
Total other comprehensive loss, net of tax (376) (47)
Comprehensive loss $ (22,047) $ (19,236)
6
QUANTUM-SI INCORPORATED
RECONCILIATIONS OF U.S. GAAP TO NON-GAAP FINANCIAL MEASURES
(in thousands)
(unaudited)
Three months ended March 31,
2026 2025
Net loss $ (21,671) $ (19,189)
Adjustments to reconcile to EBITDA:
Dividend income (131) (221)
Interest income (1,744) (2,326)
Depreciation and amortization 1,225 917
Income tax (benefit) provision (122) 11
EBITDA (22,443) (20,808)
Adjustments to reconcile to Adjusted EBITDA:
Change in fair value of warrant liabilities (357) (3,401)
Stock-based compensation 2,565 2,362
Restructuring costs 195 134
Other non-recurring operating expenses — 244
Other (income) expense, net (28) 14
Adjusted EBITDA $ (20,068) $ (21,455)
Three months ended March 31,
2026 2025
Total operating expenses $ 24,127 $ 25,598
Adjustments to reconcile to Adjusted total operating expenses:
Stock-based compensation (2,565) (2,362)
Restructuring costs (195) (134)
Other non-recurring operating expenses — (244)
Adjusted total operating expenses $ 21,367 $ 22,858
Contacts
Investor and Media:
Jeff Keyes
Chief Financial Officer
ir@quantum-si.com
Source: Quantum-Si Incorporated
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EX-99.2
EX-99.2
Filename: qsi572026ex992.htm · Sequence: 3
Document
Exhibit 99.2
Use of Non-GAAP Financial Measures
In addition to financial results calculated in accordance with U.S. generally accepted accounting principles (“GAAP”), information containing non-GAAP financial measures for Quantum-Si Incorporated (the “Company”) was disclosed in the Company’s press release (the “Press Release”) dated May 7, 2026 announcing results for the three months ended March 31, 2026, that accompany a conference call to be held by the Company on May 7, 2026. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. The Company has provided reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures. Management encourages readers to rely upon the reported GAAP results but includes the non-GAAP financial measures as supplemental metrics to assist readers. Definitions of the non-GAAP financial measures are included in the Press Release.
In the Press Release, the Company presented the non-GAAP financial measures “adjusted total operating expenses” and “adjusted EBITDA.” Company management uses these non-GAAP financial measures to evaluate the Company’s performance. As the Company’s core business is developing and commercializing products associated with proteomics sequencing, Company management finds it useful to use adjusted total operating expenses, which excludes stock-based compensation, net lease termination expense, legal settlement expense, net of insurance proceeds, restructuring costs and other non-recurring operating expenses. While the Company may have these types of items and charges in the future, Company management believes they are not reflective of the day-to-day core operations of the Company and relate more to strategic, multi-year corporate actions, without predictable trends, and that may obscure the trends and financial performance of the Company’s core business. In the case of “adjusted EBITDA,” Company management believes the exclusion of interest, taxes, depreciation and amortization, dividend and interest income, changes in fair value of warrant liabilities, stock-based compensation, restructuring costs, other non-recurring operating expenses, and other income or expense, net, is a very common measure utilized in the investment community and it helps Company management benchmark its operations and results with the industry.
The limitation associated with using these non-GAAP financial measures is that these measures exclude items that impact the Company’s current period operating results. This limitation is best addressed by using these non-GAAP financial measures in combination with “total operating expenses” and “net loss,” (the most comparable GAAP measures) because these non-GAAP financial measures do not reflect items that impact current period operating results and may be higher or lower than the most comparable GAAP measure.
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May 07, 2026
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