Page 9 of 16 – SEC Filing
Introductory Note:
This Amendment No. 1 to Schedule 13D (Amendment No. 1) is being filed as an amendment to the statement on Schedule 13D relating to the
ordinary shares, no par value (the Ordinary Shares) of Quotient Limited, a Jersey, Channel Islands corporation (the Issuer), as filed with the Securities and Exchange Commission (the SEC) on May 12, 2014 (the
Original Schedule 13D).
All capitalized terms not otherwise defined herein shall have the meanings ascribed to the terms in the Original
Schedule 13D. The Original Schedule 13D is hereby amended and supplemented as follows and, except as expressly amended below, the Original Schedule 13D remains in full force and effect.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Original Schedule 13D is amended by
adding the following to the end thereto:
On October 24, 2017, the Issuer entered into Subscription Agreements (the Subscription
Agreements) with the subscribers identified on the signature pages thereto (the Subscribers) for the private placement (the Private Placement) of (i) 7,874,683 newly issued ordinary shares, of nil par value, of the
Issuer at a subscription price of $4.64 per share (the New Ordinary Shares), which is equal to the closing bid price of the ordinary shares on NASDAQ on October 24, 2017, (ii) newly issued warrants (the New Warrants) of
the Issuer, at a purchase price of $0.125 per underlying warrant share, exercisable for up to 8,414,683 ordinary shares at an exercise price of $5.80 per ordinary share (New Warrant Shares), and (iii) newly issued pre-funded warrants of the Issuer (the Pre-Funded Warrants and, together with the New Warrants, the Warrants) at a purchase
price of $4.755 per underlying pre-funded warrant share, exercisable for up to 550,000 ordinary shares at an exercise price of $0.01 per ordinary
share (Pre-Funded Warrant Shares and, together with New Warrant Shares, the Warrant Shares and, together with New Ordinary Shares, the Shares). Galen LP and Galen
International purchased 386,695 and 33,033 Ordinary Shares and 386,695 and 33,033 New Warrants, respectively. The source of funds for such purchase was the working capital of Galen LP and Galen International and capital contributions made to Galen
LP and Galen International by their partners.
| Item 4. | Purpose of Transaction. |
Item 4 of the Original Schedule 13D is amended by adding the following to the
end thereto:
Galen LP and Galen International purchased the Ordinary Shares and warrants in the Private Placement for investment
purposes.
Subject to applicable legal requirements, one or more of the Filing Persons may purchase additional securities of the
Issuer from time to time in open market or private transactions, depending on their evaluation of the Issuers business, prospects and financial condition, the market for the Issuers securities, other developments concerning the Issuer,
the reaction of the Issuer to the Filing Persons ownership of the Issuers securities, other opportunities available to the Filing Persons and general economic, money market and stock market conditions. In addition, depending upon the
factors referred to above, the Filing Persons may dispose of all or a portion of their securities of the Issuer at any time. Each of the Filing Persons reserves the right to increase or decrease its holdings on such terms and at such times as each
may decide.
Other than as described above in this Item 4, none of the Filing Persons have any plan or proposal relating to or that would result in:
(a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or
any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to
change the number or terms of directors or to fill any existing vacancies on the Board of Directors of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the
Issuers business or corporate structure; (g) any changes in the Issuers charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of
the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to those enumerated above.
