Quantum-Si (NASDAQ: QSI) to pay $11M to end long-term lease early

Rhea-AI Filing Summary

Quantum-Si Incorporated entered into a Settlement and Mutual Release Agreement with Winchester Office LLC on September 23, 2025 to terminate a lease for premises at 115 Munson Street in New Haven, Connecticut. The lease, originally expected to run through July 31, 2032, will now end effective September 23, 2025, when the company surrenders the premises and its rent obligations cease.

As consideration for the early termination and settlement of all disputes, Quantum-Si agreed to pay a Termination Fee equal to an aggregate of $11,000,000.00, less a $272,618.16 credit for September 1, 2025 monthly recurring charges and the surrender of a security deposit of $573,214.50. The arrangement is described as a material definitive agreement and also as a direct financial obligation for the company.

Insights

Real estate and capital structure analyst

Quantum-Si trades an $11M payment for eliminating a long-dated lease obligation.

Quantum-Si is exiting a New Haven facility whose lease was expected to run until July 31, 2032. By agreeing with Winchester Office LLC to terminate the lease effective September 23, 2025, the company removes a long-term rent commitment tied to the premises at 115 Munson Street. This reshapes its real estate footprint and fixed-cost base, though the filing does not quantify the forgone future rent.

The company will pay a Termination Fee of $11,000,000.00, reduced by a $272,618.16 credit for September 1, 2025 monthly recurring charges and the surrender of a $573,214.50 security deposit. That creates a clear near-term cash outflow in exchange for eliminating future rental obligations. The arrangement is categorized as both a material definitive agreement and a direct financial obligation, underscoring that the impact is meaningful enough to warrant specific disclosure, even though the net financial benefit or cost over time is not detailed here.

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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): September 23, 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)

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 1.01     Entry into a Material Definitive Agreement.

On September 23, 2025, Quantum-Si Incorporated (the “Company”) and Winchester Office LLC (“Winchester”) entered into a Settlement and Mutual Release Agreement (the “Mutual Release Agreement”) in connection with a lease dated December 28, 2021, by and between the Company, as tenant, and Winchester, as landlord (the “Lease Agreement”), for certain premises in the building located at 115 Munson Street, New Haven, CT, 06511 (the “Premises”). The Lease Agreement was originally expected to expire on July 31, 2032. Pursuant to the Mutual Release Agreement, the Company and Winchester agreed to terminate the Lease Agreement, effective as of September 23, 2025 (the “Early Termination Date”), subject to the terms and conditions therein. The Mutual Release Agreement provides that the Company will surrender the Premises on or prior to the Early Termination Date and will have no further rent obligations after the Early Termination Date.

As consideration for Winchester’s agreement to terminate the Lease Agreement as of the Early Termination Date and settle all disputes between the Parties, the Company agreed to pay as an additional fee (the “Termination Fee”), an aggregate sum in the amount of $11,000,000.00 less a $272,618.16 credit for the monthly recurring charges incurred under the Lease Agreement for September 1, 2025 and the surrender of a security deposit in the amount of $573,214.50.

The foregoing description of the Mutual Release Agreement is not complete and is qualified in its entirety by reference to the full text of the Mutual Release Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 1.02     Termination of a Material Definitive Agreement.

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 1.02.

Item 2.03     Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

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.

Exhibit No.						Description
10.1*						Mutual Release Agreement, dated September 23, 2025, by and between Quantum-Si Incorporated and Winchester Office, LLC.
104						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
			By:			/s/ Jeffry Keyes
			Name:			Jeffry Keyes
			Title:			Chief Financial Officer
Date: September 26, 2025

FAQ

What material agreement did Quantum-Si (QSI) enter on September 23, 2025?

Quantum-Si entered into a Settlement and Mutual Release Agreement with Winchester Office LLC to terminate a lease for premises at 115 Munson Street in New Haven, Connecticut.

How much is Quantum-Si paying to terminate the New Haven lease?

Quantum-Si agreed to pay a Termination Fee with an aggregate amount of $11,000,000.00, less a $272,618.16 credit for September 1, 2025 monthly recurring charges and the surrender of a $573,214.50 security deposit.

When was the Quantum-Si lease originally scheduled to expire?

The lease for the premises at 115 Munson Street in New Haven was originally expected to expire on July 31, 2032 before the early termination arrangement.

When does Quantum-Sis lease termination become effective and what happens then?

The lease termination is effective as of September 23, 2025, the Early Termination Date. Quantum-Si will surrender the premises on or prior to that date and will have no further rent obligations after the Early Termination Date.

Why is this Quantum-Si lease termination reported as a direct financial obligation?

The agreement is reported under the creation of a direct financial obligation because Quantum-Si committed to pay the Termination Fee and related amounts in connection with ending the lease early.

Who is Quantum-Sis counterparty in the lease termination agreement?

The counterparty is Winchester Office LLC, the landlord under the original lease for the New Haven premises.