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): September 23 26, 2025

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)

29 Business Park Drive

Branford, Connecticut

(Address of principal executive offices)

06405

(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))

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	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

~~Trading Symbol(s)~~

~~Name of each exchange onwhich registered~~

Class A common stock, par value $0.0001 per share

QSI

The Nasdaq Stock Market LLC

~~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

~~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 1.01 Entry into a Material Definitive Agreement.

On September 2326, 2025, Quantum-Si Incorporated, a Delaware corporation (the “Company”) ~~and Winchester Office LLC (“Winchester”)~~ entered into a ~~Settlement~~Sales ~~and Mutual Release~~ Agreement (the “~~Mutual~~Sales ~~Release~~ Agreement”) ~~in connection~~ with aLeerink ~~lease~~Partners ~~dated~~LLC ~~December 28, 2021, by and between the Company, as tenant, and Winchester, as landlord~~ (the “~~Lease~~Leerink ~~Agreement~~Partners”), ~~for~~pursuant ~~certain~~to ~~premises~~which in the ~~building~~Company ~~located~~may atoffer ~~115~~and ~~Munson~~sell ~~Street,~~from ~~New~~time ~~Haven,~~to ~~CT,~~time ~~06511~~at ~~(the~~its ~~“Premises”).~~sole discretion ~~The~~up ~~Lease Agreement was originally expected~~ to ~~expire~~an onaggregate ~~July~~of 31$100,000,000 ~~2032.~~of ~~Pursuant~~shares toof the ~~Mutual Release Agreement, the~~ Company’s ~~and~~Class ~~Winchester~~A ~~agreed~~common ~~to terminate the Lease Agreement~~stock, ~~effective~~par asvalue of$0.0001 ~~September~~per ~~23,~~share ~~2025~~ (the “~~Early Termination Date~~Shares”), through ~~subject~~Leerink toPartners, ~~the~~acting ~~terms~~as ~~and~~sales ~~conditions~~agent ~~therein~~or principal. The ~~Mutual Release Agreement provides that the~~ Company ~~will~~may ~~surrender~~ultimately ~~the~~choose ~~Premises~~not ~~on or prior~~ to ~~the~~offer ~~Early~~or ~~Termination~~sell ~~Date~~any ~~and~~Shares ~~will~~under ~~have no further rent obligations after~~ the ~~Early~~Sales ~~Termination Date~~Agreement.

AsThe ~~consideration~~issuance ~~for~~and ~~Winchester’s~~sale, ~~agreement~~if toany, ~~terminate~~of the ~~Lease~~Shares under the Sales Agreement asis subject to the effectiveness of the ~~Early~~Company’s ~~Termination~~shelf ~~Date~~registration ~~and~~statement ~~settle~~on ~~all~~Form ~~disputes~~S-3 ~~between~~which ~~the~~was ~~Parties,~~filed with the ~~Company~~United ~~agreed~~States toSecurities ~~pay~~and asExchange anCommission ~~additional~~(the ~~fee~~“SEC”) on September 26, 2025 (the “~~Termination~~Registration ~~Fee~~Statement”), anincluding ~~aggregate~~the ~~sum~~prospectus inof the ~~amount~~Company ofrelating ~~$11,000,000.00~~to ~~less~~the offering aand ~~$272,618.16~~sale ~~credit~~by ~~for~~ the ~~monthly~~Company ~~recurring~~of ~~charges~~the ~~incurred~~Shares under the ~~Lease~~Sales Agreement. ~~for~~The Company ~~September~~makes 1,no ~~2025~~assurances ~~and~~as to whether the ~~surrender~~Registration ofStatement awill ~~security~~become ~~deposit~~effective inor, if it does become effective, as to the ~~amount~~continued effectiveness of ~~$573,214~~the Registration Statement.~~50.~~

~~The~~Subject ~~foregoing~~to ~~description~~the terms and conditions of the ~~Mutual~~Sales ~~Release~~ Agreement, isLeerink ~~not~~Partners ~~complete~~will act as sales agent and isuse its ~~qualified~~commercially inreasonable efforts consistent with its ~~entirety~~normal bytrading ~~reference~~and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Market to sell the ~~full~~Shares ~~text~~from time to time, based upon the Company’s instructions, including any price, time or size limits specified by the Company, subject to certain limitations. Sales of the ~~Mutual~~Shares, ~~Release~~if ~~Agreement~~any, under the Sales Agreement may be made in any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) ~~copy~~promulgated under the Securities Act of ~~which~~1933, isas ~~filed~~amended. The Company has no obligation to sell any of the Shares and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement. The Company may also sell Shares to Leerink Partners as ~~Exhibit~~principal. 10The Company has agreed to pay Leerink Partners commissions for its services in acting as sales agent in the sale of the Shares at a commission rate of up to 3.10% of the gross offering proceeds received per Share sold pursuant to ~~this~~the ~~Current~~Sales ~~Report~~Agreement, onif ~~Form~~any, ~~8-K~~and has agreed to provide Leerink Partners with customary indemnification and iscontribution ~~incorporated~~rights. The Company has also agreed to reimburse Leerink Partners up to an aggregate of $75,000 of the actual outside legal expenses incurred by ~~reference~~Leerink ~~herein~~Partners in connection with the execution of the Sales Agreement, plus certain ongoing outside legal expenses. The Sales Agreement may be terminated by Leerink Partners or the Company in each party’s sole discretion at any time upon proper written notice to the other party.

~~Item~~The ~~1.02 Termination~~foregoing description of athe ~~Material~~Sales ~~Definitive~~Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, which was previously filed as Exhibit 1.2 to the Company’s Registration Statement and is incorporated herein by reference.

The ~~information~~legal ~~contained~~opinion inof ~~Item~~DLA ~~1.01~~Piper ofLLP ~~this~~(US), ~~Current~~counsel ~~Report~~to onthe ~~Form~~Company, ~~8-K~~as ~~with~~to ~~respect~~the legality of the Shares was previously filed as Exhibit 5.1 to the ~~Mutual~~Company’s ~~Release~~Registration ~~Agreement~~Statement and is incorporated herein by reference ~~into Item 1~~.~~02.~~

~~Item~~This ~~2.03 Creation~~Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of aany ~~Direct~~offer ~~Financial~~to ~~Obligation~~buy the Shares, nor shall there be any offer, solicitation or ansale ~~Obligation~~of ~~Under~~the anShares ~~Off-Balance~~in ~~Sheet~~any ~~Arrangement~~state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of asuch ~~Registrant~~state.

The information contained in Item 1.01 of this Current Report on Form 8-K with respect to the Mutual Release Agreement is incorporated by reference into Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.		Description
Exhibit	Description
10.1*		Mutual Release Agreement, dated September 23, 2025, by and between Quantum-Si Incorporated and Winchester Office, LLC.
1.1	Sales Agreement, dated September 26, 2025, by and between Quantum-Si Incorporated and Leerink Partners LLC (incorporated by reference from Exhibit 1.2 to Quantum-Si’s Registration Statement on Form S-3 filed with the SEC on September 26, 2025).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).	~~Cover Page Interactive Data File (embedded within the Inline XBRL document)~~

* Portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K because they are both (i) not material and (ii) contain the type of information that the Company customarily and actually treats as private or confidential.

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		~~QUANTUM-SI INCORPORATED~~
	By:	/s/ Jeffry Keyes	~~By:~~	~~/s/ Jeffry Keyes~~
	Name:	Jeffry Keyes	~~Name:~~	~~Jeffry Keyes~~
	Title:	Chief Financial Officer	~~Title:~~	~~Chief Financial Officer~~
Date: September 26, 2025
Date: September 29, 2025

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