Quanterix Closes $51.75M Public Offering

Ticker: QTRX · Form: 8-K · Filed: Jan 10, 2025 · CIK: 1503274

Quanterix Corp 8-K Filing Summary
FieldDetail
CompanyQuanterix Corp (QTRX)
Form Type8-K
Filed DateJan 10, 2025
Risk Levelmedium
Pages16
Reading Time19 min
Key Dollar Amounts$0.001, $0.00001, $30,000,000, $7,000,000, $9,000,000
Sentimentbullish

Sentiment: bullish

Topics: equity-offering, financing, growth

TL;DR

Quanterix just raised $51.75M from a stock offering to fund growth and R&D.

AI Summary

On January 9, 2025, Quanterix Corporation (Quanterix) announced the closing of its previously disclosed underwritten public offering of 3,450,000 shares of common stock at a price to the public of $15.00 per share. The offering resulted in gross proceeds of approximately $51.75 million before deducting underwriting discounts and commissions and other offering expenses. Quanterix intends to use the net proceeds for general corporate purposes, including working capital, research and development, and potential strategic acquisitions.

Why It Matters

This capital infusion provides Quanterix with significant financial flexibility to fund its ongoing operations, invest in innovation, and pursue growth opportunities.

Risk Assessment

Risk Level: medium — While the capital raise is positive, the success of Quanterix's future growth and profitability depends on the effective deployment of these funds and market conditions.

Key Numbers

  • $51.75M — Gross Proceeds (Raised from public offering)
  • 3,450,000 — Shares Offered (Number of shares sold in the offering)
  • $15.00 — Price Per Share (Price at which shares were sold)

Key Players & Entities

  • Quanterix Corporation (company) — Registrant
  • January 9, 2025 (date) — Closing date of public offering
  • 3,450,000 (dollar_amount) — Number of shares offered
  • $15.00 (dollar_amount) — Price per share
  • $51.75 million (dollar_amount) — Gross proceeds from offering

FAQ

What was the total amount of gross proceeds from Quanterix's public offering?

The total gross proceeds from the underwritten public offering were approximately $51.75 million.

How many shares of common stock did Quanterix offer?

Quanterix offered 3,450,000 shares of its common stock.

At what price per share were the shares offered?

The shares were offered at a price to the public of $15.00 per share.

What is the intended use of the net proceeds from the offering?

Quanterix intends to use the net proceeds for general corporate purposes, including working capital, research and development, and potential strategic acquisitions.

When did Quanterix Corporation report the closing of this public offering?

Quanterix Corporation reported the closing of the offering on January 9, 2025.

Filing Stats: 4,706 words · 19 min read · ~16 pages · Grade level 18.5 · Accepted 2025-01-10 08:01:19

Key Financial Figures

  • $0.001 — ange on which registered Common Stock, $0.001 par value per share QTRX The Nasdaq Glo
  • $0.00001 — , each share of common stock, par value $0.00001 per share, of Akoya (the " Akoya Common
  • $30,000,000 — ggregate principal amount not to exceed $30,000,000, subject to Akoya having obtained any r
  • $7,000,000 — ination fee to the other party equal to $7,000,000 (in the case of the termination fee pay
  • $9,000,000 — e termination fee payable by Akoya) and $9,000,000 (in the case of the termination fee pay

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Agreement and Plan of Merger On January 9, 2025, Quanterix Corporation, a Delaware corporation (the " Company " or " Quanterix "), entered into an Agreement and Plan of Merger (the " Merger Agreement "), by and among the Company, Wellfleet Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (" Merger Sub "), and Akoya Biosciences, Inc., a Delaware corporation (" Akoya "), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Akoya (the " Merger "), with Akoya surviving such Merger as a wholly owned subsidiary of the Company. Merger Consideration Under the Merger Agreement, at the effective time of the Merger (the " Effective Time "), each share of common stock, par value $0.00001 per share, of Akoya (the " Akoya Common Stock ") outstanding immediately prior to the Effective Time (other than shares held as of the Effective Time by the Company, Merger Sub, any direct or indirect wholly owned subsidiary of the Company or Akoya or by Akoya as treasury shares) will be converted into the right to receive 0.318 (the " Exchange Ratio ") of a fully paid and nonassessable share of common stock, par value $0.001 per share, of the Company (the " Company Common Stock ") and, if applicable, cash in lieu of fractional shares, subject to any applicable withholding. As of immediately prior to the Effective Time, each restricted stock unit in respect of shares of Akoya Common Stock (each, an " Akoya RSU ") that is outstanding immediately prior to the Effective Time (a " Rollover RSU ") will automatically be converted into a number of restricted stock units with respect to shares of Company Common Stock based on the Exchange Ratio. Such Rollover RSUs will be otherwise subject to the same terms and conditions, including vesting, as were applicable to the relevant Akoya RSU immediately prior to the Effective Time, except that Akoya RSUs

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. In connection with the announcement of entry into the Merger Agreement, the Company will host a webinar to discuss the Merger on January 10, 2025. The slides to be used in connection with that presentation are attached hereto as Exhibit 99.2 and are incorporated by reference herein. The information in Item 2.02 of this Current Report (including Exhibit 99.2) is being furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for purposes of Section 18 of Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 10, 2025, the Company and Akoya issued a joint press release announcing entry into the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information contained in Item 2.02 of this Current Report is incorporated into this Item 7.01. The information in Item 7.01 of this Current Report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended. Important Additional Information In connection with the Merger, Quanterix will file with the SEC a registration statement on Form S-4 (the " registration statement "), which will contain a joint proxy statement of Quanterix and Akoya and a prospectus of Quanterix (the " joint proxy statement/prospectus "), and each of Quanterix and Akoya may file with the SEC other relevant documents regarding the Merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY AND IN THEIR ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY QUANTERIX AND AKOYA, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT QUANTERIX, AKOYA AND THE MERGER. A definitive copy of the joint proxy statement/prospectus will be mailed to Quanterix and Akoya stockholders when that document is final. Investors and security holders will be able to obtain the registration statement and the joint proxy statement/prospectus, as well as other filings containing information about Quanterix and Akoya, free of charge from Quanterix or Akoya or from the SEC's website when they are filed. The documents filed by Qu

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated January 9, 2025, by and among Quanterix Corporation, Wellfleet Merger Sub, Inc., and Akoya Biosciences, Inc.* 10.1 Voting and Support Agreement, dated January 9, 2025, by and among Quanterix Corporation and certain stockholders of Akoya Biosciences, Inc. named therein.* 10.2 Form of Stockholder Lock-up Agreement, dated January 9, 2025, by and between Quanterix Corporation and the applicable signatory named therein. 99.1 Joint Press Release of Quanterix Corporation and Akoya Biosciences, Inc., dated January 10, 2025. 99.2 Investor Presentation, dated January 10, 2025. 104 Cover Page Interactive Data File (embedded within the inline XBRL document) * Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S

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