Quanterix Corp Files 8-K: Material Agreement

TL;DR

Quanterix signed a big deal, 8-K filed.

AI Summary

On December 16, 2024, Quanterix Corporation entered into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements with exhibits. The company is incorporated in Delaware and headquartered in Billerica, MA.

Why It Matters

This filing indicates Quanterix has entered into a significant agreement, which could impact its business operations, partnerships, or financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Numbers

• 001-38319 — SEC File Number (Identifies the company's filing history with the SEC.)
• 20-8957988 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Quanterix Corporation (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• Billerica, MA (location) — Principal executive offices
• December 16, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value per share QTRX The Nasdaq Glo
• $10 million — ransaction ") for an upfront payment of $10 million (the " Upfront Payment "), with an addi
• $50 million — holders may receive up to an additional $50 million in earnout payments through December 31
• $5 million — rs if Emission's revenues do not exceed $5 million in any one year during such period. If

Filing Documents

• qtrx-20241216.htm (8-K) — 35KB
• qtrx-20241216xex21emission.htm (EX-2.1) — 458KB
• qtrx-20241216xex991.htm (EX-99.1) — 10KB
• 0001503274-24-000022.txt ( ) — 713KB
• qtrx-20241216.xsd (EX-101.SCH) — 2KB
• qtrx-20241216_lab.xml (EX-101.LAB) — 21KB
• qtrx-20241216_pre.xml (EX-101.PRE) — 12KB
• qtrx-20241216_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 16, 2024, Quanterix Corporation (the " Company ") entered into a Share Purchase Agreement (the " Purchase Agreement ") by and among Emission Inc. ("Emission"), the shareholders of Emission (collectively, the " Shareholders "), and Van Chandler, as the Shareholders' representative. Pursuant to the terms of the Purchase Agreement, the Company has agreed to purchase from the Shareholders all of the issued and outstanding shares of capital stock of Emission (the " Transaction ") for an upfront payment of $10 million (the " Upfront Payment "), with an additional $10 million payable upon completion of certain technical milestones. Additionally, the Shareholders may receive up to an additional $50 million in earnout payments through December 31, 2029, contingent upon the achievement of certain performance milestones, which the Company expects will be primarily funded through cash generated from the achievement of the earnout criteria. The Transaction is expected to close in January 2025. The Transaction is subject to customary closing conditions, including that there has been no event between signing and closing that has had a material adverse effect on Emission. The Transaction does not require regulatory approval. The Purchase Agreement contains additional covenants of the parties, including, among other things, non-competition and non-solicitation restrictions on the Shareholders and the Company's agreement to finance the operations of Emission at specified levels for up to five years. The Purchase Agreement also provides that, at closing, the parties will enter into a call option agreement (the " Option Agreement "), pursuant to which the Shareholders will have the right to repurchase all of the outstanding capital stock of Emission for $10 million after five years if Emission's revenues do not exceed $5 million in any one year during such period. If the Shareholders exercise the right to repurchase E

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 17, 2024, the Company issued a press release announcing the entry into the Purchase Agreement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information in Item 7.01 of this Form 8-K and in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (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 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements

Forward-Looking Statements Any statements made herein relating to future financial or business performance, conditions, plans, prospects, trends, or strategies and other financial and business matters, including without limitation, the potential closing date of the Transaction and payment of the purchase price are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, when or if used in this press release, the words "may," "could," "should," "anticipate," "believe," "estimate," "expect," "intend," "plan," "predict" and similar expressions and their variants, as they relate to the Company, Emission or the Shareholders, before or after the Transaction, may identify forward-looking statements. The Company cautions that these forward-looking statements are subject to numerous assumptions, risks, and uncertainties, which change over time. Important factors that may cause actual results to differ materially from the results discussed in the forward-looking statements or historical experience include risks and uncertainties, including the timing of the closing of the Transaction and the parties' ability to satisfy the closing conditions of the Purchase Agreement. Further information on the factors and risks that could affect the Company's business, financial conditions and results of operations are contained in the Company's filings with the U.S. Securities and Exchange Commission, which are available at www.sec.gov. The forward-looking statements represent the Company's estimate as of the date of this report. Except as required by law, the Company assumes no obligation to update any forward-looking statements contained herein to reflect any change in expectations, even as new information becomes available.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1@ Share Purchase Agreement, dated December 16, 2024, by and among Quanterix Corporation, Emission Inc. , the Shareholders of Emission Inc. and the Shareholder Representative. 99.1 Press Release dated December 1 7 , 2024. 104 Cover Page Interactive Data File (embedded within the inline XBRL document) @ Portions of this document (indicated by "[***]") have been omitted because such information is not material and is the type of information that the Registrant treats as private or confidential.

SIGNATURES

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 thereunto duly authorized. QUANTERIX CORPORATION By: /s/ Vandana Sriram Vandana Sriram Chief Financial Officer Date: December 17, 2024

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View this 8-K filing on SEC EDGAR