Quanterix Corp 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures We have established disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosures. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2024. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at a reasonable assurance level as of December 31, 2024, due to the material weaknesses described below in Management’s Report on Internal Control over Financial Reporting. Management’s Report on Internal Control over Financial Reporting Introduction Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as this term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. Previously Identified Material Weaknesses In the section titled “Part II, Item 9A. Controls and Procedures” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on March 6, 2023, we identified four material weaknesses in our internal control over financial reporting relating to the operating effectiveness of our internal controls associated with: (i) the accounting for inventory, including excess and obsolescence reserves (the “Inventory MW”), (ii) the accounting for salaries and commissions expense (the “Compensation MW”), (iii) the financial statement close process, including financial reporting, share-based compensation and non-recurring transactions such as impairment of assets and accounting for leases (the “Financial Statement Close Process MW”), and (iv) the accounting for property and equipment, net (the “Property and Equipment MW”). In our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, originally filed with the SEC on February 29, 2024 (the “2023 Original Report”), our management concluded that the Financial Statement Close Process MW and Compensation MW were remediated as of December 31, 2023. Our management also concluded that control deficiencies for to a portion of the Inventory MW related to the valuation of our inventory, including excess and obsolescence reserves, (“the Inventory Valuation MW”) and the Property and Equipment MW continued to constitute material weaknesses in our internal control over financial reporting. Subsequent to the filing of the 2023 Original Report, in the section titled “Part II, Item 9A. Controls and Procedures” of Amendment No. 1 to our Annual Report on Form 10-K/A for the year ended December 31, 2023, as filed with the SEC on December 26, 2024 (the “Amended Annual Report on Form 10-K/A”), our management concluded that the restatement of our previously issued financial statements in the Amended Annual Report on Form 10-K/A was a result of a newly identified design deficiency associated with the Inventory Valuation MW, related to the Company's internal controls over the capitalization of labor and overhead costs. 62 Table of Cont ents Remediation of Previously Identified Material Weaknesses During 2024, we took a number of actions designed to improve our internal control over financial reporting and in furtherance of remediating the Inventory Valuation MW and Property and Equipment MW. We incurred expenses of approximately $5.7 million to remediate these material weaknesses. Based on our efforts and after demonstrating the operating effectiveness of the related internal controls for a sufficient period of time, management has concluded that the Property and Equipment MW was remediated as of December 31, 2024. Evaluation of Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “2013 Framework”). Based on our evaluation under the 2013 Framework, management concluded that our internal control over financing reporting was not effective at the reasonable assurance level as of December 31, 2024 due to the material weaknesses described below: • Management concluded the Inventory Valuation MW continued to exist in light of the restatement of our previously issued financial statements included in our Amended Annual Report on Form 10-K/A, and the lack of time available to implement remediation efforts covering both the design and operating effectiveness over the identified control deficiencies. • Management identified a material weakness in the operating effectiveness of our internal controls associated with the accounting for Accelerator Laboratory revenue, a component of our service and other revenue (the “Accelerator Revenue MW”). The primary cause of the Accelerator Revenue MW was our reliance on manual controls and processes, including insufficient documentation of reviews of the information used to record Accelerator Laboratory revenue. Nevertheless, based on a number of factors, including the performance of additional procedures by our management designed to ensure the reliability of our financial reporting, we believe that the Consolidated Financial Statements and Notes to Consolidated Financial Statements in this Annual Report on Form 10-K present fairly, in all material respects, our financial position, results of operations, and cash flows as of the dates, and for the periods, presented, in conformity with U.S. GAAP. If not remediated, or if we identify further material weaknesses in our internal control, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our consolidated financial statements or a failure to meet our reporting and financial obligations. The Company’s independent registered public accounting firm, Ernst & Young LLP, has also issued an audit report on the Company’s internal control over financial reporting, which is included elsewhere in this Annual Report on Form 10-K. Remediation Efforts Our management, with oversight from the Audit Committee of our Board of Directors, is taking steps to remediate the control deficiencies that resulted in the Inventory Valuation MW and the Accelerator Revenue MW described above by implementing changes to our internal control over financial reporting. Our remediation activities undertaken to date and additional planned actions include, but are not limited to, the efforts summarized below: • we have hired a Vice President, SOX Transformation and have begun hiring an internal SOX Transformation team to: ◦ oversee the remediation of our material weaknesses and drive further improvements across our internal controls; ◦ continue evaluating and designing effective and scalable internal controls and to strengthen the documentation of our existing controls; ◦ establish new internal controls evaluating the accounting for inventory and enhance inventory valuation review procedures; 63 Table of Cont ents ◦ enhance and expand our existing revenue recognition control procedures and attributes to sufficiently document our assessment of, and reviews over, information used to record Accelerator Laboratory revenue; ◦ provide trainings on a regular basis related to internal control over financial reporting for all control owners; and ◦ identify opportunities to enhance our use of our systems through automating certain controls and processes. • we have engaged accounting advisory consultants to implement new software solutions to automate key manual inventory valuation processes and outputs; • we have implemented a new analysis of labor and overhead cost capitalization, including related controls; • we continue to implement additional compensating controls and will continue to do so throughout the remainder of fiscal year 2025; • we continue to execute controls that we worked to improve during fiscal year 2024 that did not have a sufficient period of time to demonstrate operating effectiveness as of December 31, 2024; • we continue to evaluate, enhance, and add personnel in the finance organization with a focus on the requisite experience in the areas of accounting, SEC financial reporting, and internal control compliance; and • we continue to supplement our team with accounting consultants to provide additional depth and breadth in our period end closes, financial reporting capabilities, and internal controls compliance until we have filled key additions or vacancies on our team with qualified personnel for a sufficient period of overlap to ensure successful transition of responsibilities. We expect to continue our efforts to remediate the Inventory Valuation MW and Accelerator Revenue MW through fiscal year 2025. We believe that the implementation of the above steps will allow us to address the deficient controls within our internal control environment, which will facilitate the remediation of the Inventory Valuation MW and Accelerator Revenue MW. As we continue to evaluate and work to improve our internal control over financial reporting, we will take additional measures to address control deficiencies and we may modify certain of the remediation measures described above. Following our design and implementation of our remediation efforts, we will need to demonstrate their operating effectiveness. We will not be able to consider the Inventory Valuation MW or the Accelerator Revenue MW remediated until the applicable remedial controls operate for a sufficient period of time and our management has concluded, through testing, that our controls are operating effectively. Changes in Internal Control over Financial Reporting Other than the changes outlined related to the remediation of the material weaknesses described above, there have been no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 64 Table of Cont ents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Quanterix Corporation Opinion on Internal Control Over Financial Reporting We have audited Quanterix Corporation’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, because of the effect of the material weaknesses described below on the achievement of the objectives of the control criteria, Quanterix Corporation (the Company) has not maintained effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management’s assessment. Management has identified material weaknesses in controls related to the valuation of inventory, including excess and obsolescence reserves and the capitalization of labor and overhead costs, and the accounting for Accelerator Laboratory revenue. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes. These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated March 17, 2025 which expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 65 Table of Cont ents Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Boston, Massachusetts March 17, 2025 66 Table of Cont ents ITEM 9B. OTHER INFORMATION Securities Trading Plans of Directors and Executive Officers During the three months ended December 31, 2024, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K). ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 67 Table of Cont ents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this Item will be set forth in our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2024 and is incorporated into this Annual Report on Form 10-K by reference. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item will be set forth in our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2024 and is incorporated into this Annual Report on Form 10-K by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item will be set forth in our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2024 and is incorporated into this Annual Report on Form 10-K by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item will be set forth in our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2024 and is incorporated into this Annual Report on Form 10-K by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Our independent registered public accounting firm is Ernst & Young LLP, New York, NY, (PCAOB ID 42). The other information required by this Item will be set forth in our Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2024 and is incorporated into this Annual Report on Form 10-K by reference. 68 Table of Cont ents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (1) Financial Statements The Consolidated Financial Statements are included beginning on page F-1 attached hereto and are filed as part of this Annual Report on Form 10-K. (2) Financial Statement Schedules Financial statement schedules have been omitted since they either are not required, not applicable, or the information is otherwise included. (3) Exhibits The following is a list of exhibits filed as part of this Annual Report on Form 10-K: Exhibit Number Exhibit Description Filed Herewith Incorporated by Reference herein from Form or Schedule Filing Date SEC File/ Reg. Number 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 8-K 12/17/2024 001-38319 2.2# Agreement and Plan of Merger, dated January 9, 2025, by and among the Registrant, Wellfleet Merger Sub, Inc., and Akoya Biosciences, Inc. 8-K 1/10/2025 001-38319 3.1 Amended and Restated Certificate of Incorporation 8-K 12/15/2017 001-38319 3.2 Restated Bylaws 10-Q 8/8/2023 001-38319 4.1 Description of Securities 10-K 3/13/2020 001-38319 4.2 Form of Common Stock Certificate S-1 11/9/2017 333-221475 10.1.1+ 2007 Stock Option and Grant Plan, as amended S-1 11/9/2017 333-221475 10.1.2+ Form of Incentive Stock Option Agreement under the 2007 Stock Option and Grant Plan, as amended S-1 11/9/2017 333-221475 10.1.3+ Form of Non-qualified Stock Option Agreement under the 2007 Stock Option and Grant Plan, as amended S-1 11/9/2017 333-221475 10.1.4+ Form of Restricted Stock Agreement under the 2007 Stock Option and Grant Plan, as amended S-1 11/9/2017 333-221475 10.2.1+ 2017 Employee, Director and Consultant Equity Incentive Plan S-1/A 11/27/2017 333-221475 69 Table of Cont ents Exhibit Number Exhibit Description Filed Herewith Incorporated by Reference herein from Form or Schedule Filing Date SEC File/ Reg. Number 10.2.2+ Form of Stock Option Agreement under the 2017 Employee, Director and Consultant Equity Incentive Plan S-1/A 11/27/2017 333-221475 10.2.3+ Form of Restricted Stock Agreement under the 2017 Employee, Director and Consultant Equity Incentive Plan S-1/A 11/27/2017 333-221475 10.2.4+ Form of Restricted Stock Unit Agreement under the 2017 Employee, Director and Consultant Equity Incentive Plan 10-K 2/29/2024 001-30319 10.3.1+ Employment Agreement, dated August 3, 2023, between the Registrant and Vandana Sriram 8-K 8/9/2023 001-38319 10.3.2+ Amendment, effective as of April 11, 2024, to the Employment Agreement, dated August 3, 2023, between the Registrant and Vandana Sriram 8-K 4/12/2024 001-38319 10.4.1+ Amended and Restated Employment Agreement, dated April 25, 2022, between the Registrant and Dr. Masoud Toloue 8-K 4/29/2022 001-38319 10.4.2+ Amendment, dated April 9, 2024, to the Amended and Restated Employment Agreement, dated April 25, 2022, between the Registrant and Dr. Masoud Toloue 8-K 4/12/2024 001-38319 10.5.1* Exclusive License Agreement, dated June 18, 2007, between the Registrant and Tufts University, as amended on April 29, 2013 S-1 11/9/2017 333-221475 10.5.2* Second Amendment, dated August 22, 2017, to the Exclusive License Agreement between the Registrant and Tufts University S-1 11/9/2017 333-221475 10.5.3@ Third Amendment, dated September 25, 2020, to the Exclusive License Agreement between the Registrant and Tufts University 10-Q 11/6/2020 001-38319 10.6.1* Supply and Manufacturing Agreement, dated September 14, 2011, between the Registrant and STRATEC Biomedical AG S-1 11/9/2017 333-221475 10.6.2 First Amendment to Supply and Manufacturing Agreement, dated October 17, 2013, between the Registrant and STRATEC Biomedical AG S-1 11/9/2017 333-221475 10.7.1* STRATEC Development Services and Equity Participation Agreement, dated August 15, 2011, between the Registrant and STRATEC Biomedical Systems AG S-1 11/9/2017 333-221475 70 Table of Cont ents Exhibit Number Exhibit Description Filed Herewith Incorporated by Reference herein from Form or Schedule Filing Date SEC File/ Reg. Number 10.7.2* First Amendment to STRATEC Development Services and Equity Participation Agreement and Second Amendment to Supply and Manufacturing Agreement, dated November 18, 2016, between the Registrant and STRATEC Biomedical AG S-1 11/9/2017 333-221475 10.8* Manufacturing Services Agreement, dated November 23, 2016, between the Registrant and Paramit Corporation S-1 11/9/2017 333-221475 10.9+ Form of Indemnification Agreement S-1/A 11/27/2017 333-221475 10.10 Lease Agreement by and between SSI 900 Middlesex MA LP and the Registrant, dated October 2, 2018 8-K 10/5/2018 001-38319 10.11 Lease Agreement by and between the Registrant and XChange Owner LLC, dated January 28, 2022 8-K 1/31/2022 001-38319 10.12+ Amended and Restated Non-Employee Director Compensation Policy X 10.13# Voting and Support Agreement, dated January 9, 2025, by and among the Registrant and certain stockholders of Akoya Biosciences, Inc. named therein. 8-K 1/10/2025 001-38319 19.1 Q uanterix Insider Trading Policy X 21.1 Subsidiaries of Registrant S-4 2/14/2025 333-284932 23.1 Consent of Ernst & Young LLP X 31.1 Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1 Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97.1 Policy relating to recovery of erroneously awarded compensation 10-K 2/29/2024 001-38319 101.INS Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 71 Table of Cont ents Exhibit Number Exhibit Description Filed Herewith Incorporated by Reference herein from Form or Schedule Filing Date SEC File/ Reg. Number 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ______________________________________ + Management contract or compensatory plan or arrangement. * Confidential treatment has been granted for portions of this Exhibit. Redacted portions have been filed separately with the SEC. @ 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. # Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the Registrant may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any exhibits or schedules so furnished. ITEM 16. FORM 10-K SUMMARY Not applicable. 72 Table of Cont ents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 Date: March 17, 2025 By: /s/ MASOUD TOLOUE, PH.D. Masoud Toloue, Ph. D. President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ MASOUD TOLOUE, PH.D. President and Chief Executive Officer and Director (Principal Executive Officer) March 17, 2025 Masoud Toloue, Ph.D. /s/ VANDANA SRIRAM Chief Financial Officer March 17, 2025 Vandana Sriram (Principal Financial Officer and Principal Accounting Officer) /s/ MARTIN D. MADAUS, PH.D. Chairman March 17, 2025 Martin D. Madaus, Ph.D. /s/ WILLIAM DONNELLY Director March 17, 2025 William Donnelly /s/ JEFFREY T. ELLIOTT Director March 17, 2025 Jeffrey T. Elliott /s/ KAREN A. FLYNN Director March 17, 2025 Karen A. Flynn /s/ SARAH E. HLAVINKA Director March 17, 2025 Sarah E. Hlavinka /s/ IVANA MAGOVČEVIĆ-LIEBISCH, PH.D., J.D. Director March 17, 2025 Ivana Magovčević-Liebisch, Ph.D., J.D. /s/ PAUL M. MEISTER Director March 17, 2025 Paul M. Meister /s/ DAVID R. WALT, PH.D. March 17, 2025 David R. Walt, Ph.D. Director 73 Table of Cont ents QUANTERIX CORPORATION INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) F- 2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F- 4 Consolidated Statements of Operations for the years ended December 31, 2024 , 2023 , and 2022 F- 5 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024 , 2023 , and 2022 F- 6 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024 , 2023 , and 2022 F- 7 Consolidated Statements of Cash Flows for the years ended December 31, 2024 , 2023 , and 2022 F- 8 Notes to Consolidated Financial Statements F- 9 F-1 Table of Cont ents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Quanterix Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Quanterix Corporation (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 17, 2025 expressed an adverse opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosure to which it relates. F-2 Table of Cont ents Excess and Obsolete Inventory Description of the Matter As of December 31, 2024, the Company had recognized inventory of $32.8 million. As discussed in Note 2 to the consolidated financial statements, the Company analyzes its inventory levels at each reporting date to identify slow moving, excess or obsolete inventory and inventory expected to expire prior to being sold. In the event that the Company identifies adverse conditions, the carrying value of the inventory is reduced to its estimated net realizable value. Auditing the Company’s valuation of inventory involved judgement in evaluating management’s analysis and significant assumptions related to projections of future demand which is dependent on market factors. How We Addressed the Matter in Our Audit To audit the Company’s valuation of inventory, we performed audit procedures that included, among others, performing inquiries of management and testing the completeness and accuracy of the underlying data used supporting the Company’s estimate of future demand. To evaluate the Company’s estimate of future demand, we independently assessed the sensitivity and impact of reasonably possible changes in forecasted demand and the impact on the Company’s calculation of excess inventory. We evaluated inventory levels compared to forecasted demand, historical sales and specific product considerations. We performed inquiries with certain non-financial personnel, including supply chain employees, regarding obsolete or discontinued inventory items, expectations for demand relative to historical activity and expected expiration dates, as well as obtained supporting evidence to evaluate management's assertions regarding qualitative judgments about discontinued, slow moving and obsolete inventories. We also evaluated management's ability to accurately forecast demand by comparing actual inventory usage to management's prior estimates. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2008. Boston, Massachusetts March 17, 2025 F-3 Table of Cont ents QUANTERIX CORPORATION CONSOLIDATED BALANCE SHEETS (amounts in thousands, except per share data) December 31, 2024 December 31, 2023 ASSETS Current assets: Cash and cash equivalents $ 56,709 $ 174,422 Marketable securities 232,413 146,902 Accounts receivable, net of allowance for expected credit losses 32,141 25,414 Inventory 32,775 26,123 Prepaid expenses and other current assets 9,556 9,234 Total current assets 363,594 382,095 Restricted cash 2,610 2,604 Property and equipment, net 17,150 17,926 Intangible assets, net 4,031 6,034 Operating lease right-of-use assets 16,339 18,251 Other non-current assets 2,809 1,657 Total assets $ 406,533 $ 428,567 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 6,953 $ 5,048 Accrued compensation and benefits 12,620 14,170 Accrued expenses and other current liabilities 8,851 6,055 Deferred revenue 8,827 9,468 Operating lease liabilities 4,756 4,241 Total current liabilities 42,007 38,982 Deferred revenue, net of current portion 1,073 1,227 Operating lease liabilities, net of current portion 32,615 37,223 Other non-current liabilities 800 1,177 Total liabilities 76,495 78,609 Commitments and contingencies (Note 15) Stockholders’ equity: Common stock, $ 0.001 par value per share: Authorized: 120,000 shares; issued and outstanding: 38,544 and 38,014 shares at December 31, 2024 and 2023, respectively 39 38 Additional paid-in capital 803,160 783,142 Accumulated other comprehensive loss ( 3,080 ) ( 1,672 ) Accumulated deficit ( 470,081 ) ( 431,550 ) Total stockholders’ equity 330,038 349,958 Total liabilities and stockholders’ equity $ 406,533 $ 428,567 The accompanying notes are an integral part of these Consolidated Financial Statements. F-4 Table of Cont ents QUANTERIX CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (amounts in thousands, except per share data) Year Ended December 31, 2024 2023 2022 Revenues: Product revenue $ 79,740 $ 79,670 $ 69,808 Service and other revenue 51,244 40,089 34,495 Collaboration and license revenue 4,452 1,380 649 Grant revenue 1,985 1,229 570 Total revenues 137,421 122,368 105,522 Costs of goods sold and services: Cost of product revenue 33,304 29,103 42,841 Cost of service and other revenue 21,013 19,041 17,318 Total costs of goods sold and services 54,317 48,144 60,159 Gross profit 83,104 74,224 45,363 Operating expenses: Research and development 31,082 26,064 26,809 Selling, general and administrative 101,618 89,111 91,851 Other lease costs 3,020 3,712 1,411 Impairment and restructuring — 1,328 29,556 Total operating expenses 135,720 120,215 149,627 Loss from operations ( 52,616 ) ( 45,991 ) ( 104,264 ) Interest income 14,655 15,839 5,131 Other income (expense), net ( 136 ) 2,517 ( 277 ) Loss before income taxes ( 38,097 ) ( 27,635 ) ( 99,410 ) Income tax expense ( 434 ) ( 719 ) ( 164 ) Net loss $ ( 38,531 ) $ ( 28,354 ) $ ( 99,574 ) Net loss per common share, basic and diluted $ ( 1.00 ) $ ( 0.75 ) $ ( 2.69 ) Weighted-average common shares outstanding, basic and diluted 38,367 37,594 36,991 The accompanying notes are an integral part of these Consolidated Financial Statements. F-5 Table of Cont ents QUANTERIX CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (amounts in thousands) Year Ended December 31, 2024 2023 2022 Net loss $ ( 38,531 ) $ ( 28,354 ) $ ( 99,574 ) Other comprehensive loss, net of tax: Unrealized gains (losses) on marketable securities ( 219 ) 325 — Foreign currency translation ( 1,189 ) 541 ( 2,979 ) Total other comprehensive income (loss) ( 1,408 ) 866 ( 2,979 ) Comprehensive loss $ ( 39,939 ) $ ( 27,488 ) $ ( 102,553 ) The accompanying notes are an integral part of these Consolidated Financial Statements. F-6 Table of Cont ents QUANTERIX CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (amounts in thousands) Common Stock Shares Amount Additional paid-in capital Accumulated other comprehensive income (loss) Accumulated deficit Total stockholders' equity Balance at December 31, 2021 36,768 $ 37 $ 745,936 $ 441 $ ( 303,622 ) $ 442,792 Issuance of common stock under stock plans, including tax effects 512 — 2,310 — — 2,310 Stock-based compensation expense — — 15,383 — — 15,383 Foreign currency translation — — — ( 2,979 ) — ( 2,979 ) Net loss — — — — ( 99,574 ) ( 99,574 ) Balance at December 31, 2022 37,280 $ 37 $ 763,629 $ ( 2,538 ) $ ( 403,196 ) $ 357,932 Issuance of common stock under stock plans, including tax effects 734 1 2,690 — — 2,691 Stock-based compensation expense — — 16,823 — — 16,823 Unrealized gains on marketable securities, net of tax — — — 325 — 325 Foreign currency translation — — — 541 — 541 Net loss — — — — ( 28,354 ) ( 28,354 ) Balance at December 31, 2023 38,014 $ 38 $ 783,142 $ ( 1,672 ) $ ( 431,550 ) $ 349,958 Issuance of common stock under stock plans, including tax effects 559 1 31 — — 32 Stock-based compensation expense — — 19,987 — — 19,987 Unrealized losses on marketable securities, net of tax — — — ( 219 ) — ( 219 ) Foreign currency translation — — — ( 1,189 ) — ( 1,189 ) Net loss — — — — ( 38,531 ) ( 38,531 ) Balance at December 31, 2024 38,573 $ 39 $ 803,160 $ ( 3,080 ) $ ( 470,081 ) $ 330,038 The accompanying notes are an integral part of these Consolidated Financial Statements. F-7 Table of Cont ents QUANTERIX CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (amounts in thousands) Year Ended December 31, 2024 2023 2022 Cash flows from operating activities: Net loss $ ( 38,531 ) $ ( 28,354 ) $ ( 99,574 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 6,463 6,275 5,409 Credit losses (gains) on accounts receivable 588 336 ( 301 ) Accretion of marketable securities ( 6,833 ) ( 1,964 ) — Operating lease right-of-use asset amortization 1,893 2,015 715 Stock-based compensation expense 19,987 16,823 15,383 Impairment — 1,361 25,801 Other operating activity 55 ( 150 ) ( 340 ) Changes in assets and liabilities: Accounts receivable ( 7,704 ) ( 6,695 ) 5,156 Inventory ( 6,679 ) ( 8,944 ) 7,243 Prepaid expenses and other current assets ( 443 ) ( 2,371 ) ( 738 ) Other non-current assets ( 1,215 ) ( 717 ) ( 822 ) Accounts payable 723 1,189 ( 5,287 ) Accrued compensation and benefits, accrued expenses, and other current liabilities 1,398 4,410 ( 3,599 ) Deferred revenue ( 794 ) 635 2,599 Operating lease liabilities ( 4,075 ) ( 2,645 ) ( 266 ) Other non-current liabilities 3 ( 53 ) 10 Net cash used in operating activities ( 35,164 ) ( 18,849 ) ( 48,611 ) Cash flows from investing activities: Purchases of marketable debt securities ( 295,606 ) ( 175,613 ) — Proceeds from maturities of marketable securities 216,709 31,000 — Purchases of property and equipment ( 3,368 ) ( 3,841 ) ( 11,614 ) Proceeds from RADx grant on assets purchased — — 520 Net cash used in investing activities ( 82,265 ) ( 148,454 ) ( 11,094 ) Cash flows from financing activities: Proceeds from common stock issued under stock plans 3,066 2,889 2,311 Payments for employee taxes withheld on stock-based compensation awards ( 2,610 ) ( 198 ) — Net cash provided by financing activities 456 2,691 2,311 Net decrease in cash, cash equivalents, and restricted cash ( 116,973 ) ( 164,612 ) ( 57,394 ) Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 734 ) 301 ( 538 ) Cash, cash equivalents, and restricted cash at beginning of period 177,026 341,337 399,269 Cash, cash equivalents, and restricted cash at end of period $ 59,319 $ 177,026 $ 341,337 Supplemental disclosure of cash flow information: Cash paid for taxes $ 875 $ 808 $ 684 Purchases of property and equipment in accounts payable and accruals $ 1,230 $ 419 $ 152 Operating lease right-of-use assets obtained in exchange for lease liabilities $ — $ — $ 22,494 Non-cash consideration received under product sales agreement (Note 3, 6) $ — $ 775 $ — The accompanying notes are an integral part of these Consolidated Financial Statements. F-8 Table of Cont ents QUANTERIX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Organization and Nature of Business Quanterix Corporation (“Quanterix” or the “Company”) is a life sciences company that has developed next-generation, ultra-sensitive digital immunoassay platforms that advance life sciences research and diagnostics. The Company’s platforms are based on its proprietary digital “Simoa” detection technology and enable customers to reliably detect protein biomarkers in ultra- low concentrations in blood, serum, and other fluids that, in many cases, are undetectable using conventional, analog immunoassay technologies. The ability of the Company’s Simoa platforms to detect proteins in the femtomolar range is enabling the development of novel therapies and diagnostics and has the potential to facilitate a paradigm shift in healthcare from an emphasis on treatment to a focus on earlier detection, monitoring, prognosis, and, ultimately, prevention. The Company also provides contract research services for customers and Laboratory Developed Test (“LDT”) services through its Clinical Laboratory Improvement Amendments of 1988 (“CLIA”) certified Accelerator Laboratory (the “Accelerator Laboratory”). The Accelerator Laboratory provides customers with access to Simoa technology and its Lucent Diagnostics clinical testing services and supports multiple projects and services, including sample testing, homebrew assay development, custom assay development, and blood-based biomarker testing. Liquidity The Company has recognized annual losses from operations since inception and has an accumulated deficit of $ 470.1 million as of December 31, 2024. The Company incurred net losses of $ 38.5 million, $ 28.4 million, and $ 99.6 million for the years ended December 31, 2024, 2023, and 2022, respectively. As of December 31, 2024, the Company had cash and cash equivalents of $ 56.7 million and marketable securities of $ 232.4 million. The Company expects that its current cash, cash equivalents, and marketable securities will be sufficient to fund its operations for a period of at least one year from the date the Consolidated Financial Statements are issued. Note 2. Significant Accounting Policies Basis of Presentation The accompanying Consolidated Financial Statements and Notes to Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission regarding annual financial reporting on Form 10-K. The Company’s fiscal year is the twelve-month period from January 1 through December 31, and all references to “2024,” “2023,” and “2022,” refer to the fiscal year unless otherwise noted. Certain amounts in the prior years’ Consolidated Financial Statements have been reclassified to conform to the current year’s presentation. Use of Estimates The preparation of the Consolidated Financial Statements and Notes to Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the Consolidated Financial Statements, and the reported amounts of revenues and expenses during each fiscal year. Such estimates include, but are not limited to, revenue recognition, valuation of inventory, leases, and valuation and impairment of long-lived assets. The Company bases its estimates on historical experience, known trends, worldwide economic conditions, both general and specific to the life sciences industry, and other relevant factors it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates and changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. Principles of Consolidation The Consolidated Financial Statements include the accounts of Quanterix and its wholly-owned subsidiaries. All intercompany transactions have been eliminated in consolidation. F-9 Table of Cont ents The Company enters into relationships with, or has investments in, other entities that may be variable interest entities (“VIEs”). In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 – Consolidation , the Company assesses the terms of non-marketable equity investments to determine if any meet the definition of a “VIE” and require consolidation into its Consolidated Financial Statements. The Company’s analysis determines whether it has a controlling financial interest and also identifies the primary beneficiary of a VIE as the enterprise that has both the power to direct activities of a VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to that entity. Refer to Note 20 - Variable Interest Entities for further discussion. Foreign Currency The functional currency of the Company’s subsidiaries is their respective local currencies. These subsidiary financial statements are translated into U.S. dollars using the period-end exchange rates for assets and liabilities, average exchange rates during the corresponding period for revenue and expenses, and historical rates for equity. The effects of foreign currency translation adjustments are recorded in accumulated other comprehensive income (loss), a component of stockholders’ equity on the Consolidated Balance Sheets. Foreign currency transaction gains (losses) are included in other income (expense), net on the Consolidated Statements of Operations. Foreign exchange losses were $ 0.6 million, $ 0.2 million and $ 1.0 million during the years ended December 31, 2024, 2023. and 2022, respectively. Revenue from Contracts with Customers The Company generates the majority of its revenues from contracts with customers and accounts for them pursuant to ASC Topic 606 – Revenue from Contracts with Customers (“ASC 606”). Refer to the section titled “Grant Revenue” below for discussion the Company’s accounting policy for revenue generated from grant awards. For contracts with customers, the Company recognizes revenue when a customer obtains control of promised products or services, for an amount that reflects the consideration expected to be received in exchange for those products or services. The Company follows the five step revenue model prescribed by ASC 606 to determine revenue recognition: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. Revenues are presented net of any sales, value added, or similar taxes collected from customers and remitted to the government. The Company accounts for a contract when it has approval and commitment from both parties, the fees, payment terms and rights of the parties regarding the products or services to be transferred are identified, the contract has commercial substance, and it is probable that substantially all of the consideration for the products and services expected to be transferred is collectible. The Company applies judgment in determining the customer’s ability and intention to pay for services expected to be transferred, which is based on factors including the customer’s payment history, management’s ability to mitigate exposure to credit risk (for example, requiring payment in advance of the transfer of products or services, or the ability to stop transferring promised products or services in the event a customer fails to pay consideration when due), and experience selling to similarly situated customers. The Company’s contracts may include either a single promise (referred to as a performance obligation) to transfer a product or service, or a combination of multiple promises to transfer products or services. The Company evaluates the existence of multiple promises within its contracts by using judgment to determine if (1) the customer can benefit from each contractual promise on its own or together with readily available resources and (2) the transfer of each contractual promise is separately identifiable from other promises in a contract. When both criteria are met, each promise is accounted for as a separate performance obligation. Additionally, the Company has elected the practical expedient under ASC 606 to account for shipping and handling as an activity to fulfill a promise to transfer a product, and therefore does not evaluate whether shipping and handling activities are promised services to its customers. F-10 Table of Cont ents Contracts that include rights to additional products or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, the material right is considered a performance obligation. The identification of material rights requires judgment to determine the value of the option to purchase additional products and services in relation to options that may be provided to, and prices paid by, customers in the normal course of business. Material rights are recognized when exercised by a customer or upon expiration of the right. The Company determines the transaction price of its contracts based on the amount of consideration it expects to be entitled to, which is generally equal to the contract amount. In some cases, contracts contain variable consideration which primarily relates to (1) sales and usage-based royalties related to the license of intellectual property in collaboration and license contracts and (2) contracts with minimum purchase commitments. For sales and usage-based royalties, ASC 606 provides an exception to estimating variable consideration. Under this exception, the Company recognizes revenues from sales or usage-based royalty revenue at the later of when the sales or usage occurs or the satisfaction (or partial satisfaction) of the performance obligation to which the royalty has been allocated. All other variable amounts are constrained to the minimum guaranteed contract amount so that a reversal of cumulative revenue does not occur in future periods. Once there is no longer uncertainty over a variable amount, any incremental fees the Company is entitled to are allocated to the related performance obligation(s). For contracts that contain multiple performance obligations, the Company allocates the transaction price among the performance obligations on a relative basis according to their standalone selling prices (“SSP”). Determining the SSP for performance obligations requires judgment and is based on factors including prices charged to customers in observable transactions, internal pricing objectives and list prices, pricing of similar products, expected costs to manufacture the Company's products, and estimated margins. The Company has more than one range of standalone selling prices for certain products and services based on the geographic location of customers and sales channel. Product Revenue The Company’s product revenues are composed of instruments, assay kits, replacement parts, and other consumables such as reagents and antibodies. Products are sold directly to customers and are also sold through distributors in EMEA and Asia Pacific regions. Direct instrument sales include installation and an initial year service-type warranty. The Company has determined that the instrument and installation are a combined performance obligation as the customer cannot benefit from the instrument without the installation. The service-type warranty is considered a separate performance obligation since a customer could benefit from it independently with readily available resources and is capable of being sold on its own (with such warranty recorded in services and other revenue on the Consolidated Statements of Operations). Sales of instruments to distributors include a license to import and resell the instruments. The Company has determined these distributor licenses are part of a combined performance obligation with the instrument as the distributor only benefits from the combination of the instrument and ability to resell it. Instrument sales may also be bundled with assays and other consumables, training, and/or an extended service warranty, each of which is considered a separate performance obligation. Product revenues for direct instrument sales to customers are recognized upon completion of the instrument’s installation. For instrument sales to distributors, revenue is recognized based on the agreed upon shipping terms (either upon shipment or delivery) as that is when title passes to the customer. Service Revenue Service revenues are composed of contract research services, initial year of service-type warranties, extended services warranty contracts, repair services, and other services such as training. Contract research services are provided through the Company’s Accelerator Laboratory and generally consist of fixed fee contracts. Revenues from contract research services are recognized at the point in time when the Company completes and delivers its research results on each individually completed study, or over time if the contractual provisions allow for the collection of transaction consideration for costs incurred plus a reasonable margin through the period of performance of the services. For contract research services recognized over time, the Company uses the output method based on the number of completed results. Revenues from warranties and service contracts are recognized ratably over the contract service period. F-11 Table of Cont ents Collaboration and License Revenue Collaboration and license revenues are composed of revenue associated with licensing the Company’s technology, intellectual property, and know-how associated with the Company's instruments to third parties and for related services. License arrangements consist of sales or usage-based fees and/or future royalties. Revenues are recognized at the point in time the license is delivered as the underlying license is considered functional intellectual property since the customer has the right to use it when it is received. Royalty revenues that are sales or usage-based are recognized at the later of when the sales or usage occurs and the satisfaction (or partial satisfaction) of the performance obligation to which the royalty has been allocated. Contract Assets and Liabilities Accounts Receivable and Allowance for Credit Losses The Company is exposed to credit losses primarily through accounts receivable from sales of its products and services. Accounts receivable includes amounts billed and currently due from customers. Since the only condition for payment of the Company’s invoices is the passage of time, the Company records a receivable on the date the invoice is issued. Also included in accounts receivable are unbilled amounts resulting from revenue exceeding the amount billed to the customer, where the right to payment is unconditional. If the right to payment for services performed was conditional on something other than the passage of time, the unbilled amount would be recorded as a separate contract asset. The Company’s expected loss allowance methodology is developed using historical collection experience, current and future economic and market conditions, and a review of the current status of customers’ accounts receivable. Specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. The Company monitors changes to the receivables balance on a timely basis, and balances are written off as they are determined to be uncollectible after collection efforts have been exhausted. Generally, the Company’s contracts are non-cancellable. For contracts that are cancellable by the customer, the Company does not record a receivable when it issues an invoice. The Company records accounts receivable on these contracts only up to the amount of revenue recognized but not yet collected. The Company’s payment terms vary by the type and location of the customer and the products or services offered. Payment from customers is generally required 30 to 45 days from date of shipment or satisfaction of the performance obligation. The Company does not provide financing arrangements to its customers. Deferred Revenue The Company refers to contract liabilities as deferred revenue on the Consolidated Balance Sheets and consists of billings in excess of revenue recognized. Costs to Obtain Contracts The Company capitalizes commissions paid to its sales representatives and related fringe benefit costs that are incremental to obtaining customer contracts. Capitalized commissions are recorded in prepaid expenses and other current assets and other non-current assets on the Consolidated Balance Sheets. These commissions are amortized over the life of the contract and are recorded in cost of goods sold and selling, general and administrative expense on the Consolidated Statements of Operations. The Company has elected the practical expedient allowing commissions with an amortization period of one year or less to be expensed as incurred. Commissions associated with instrument sales are generally earned when installation is complete and title to the instrument has transferred. Commissions associated with consumables sales are earned when title to the product transfers. Commissions associated with warranty and extended service contracts are earned upon booking. F-12 Table of Cont ents Warranties For instruments sold directly to customers, the Company provides an initial year of service-type warranty and also sells extended warranty contracts for additional periods beyond the initial year. The service-type warranty guarantees that the Company's instruments are free from material defects in workmanship and materials, excluding normal wear and tear, and includes maintenance services. Under ASC 606, the Company concluded that the initial year service-type warranty is considered a separate performance obligation since a customer could benefit from it independently with readily available resources and is capable of being sold on its own. The Company defers revenue associated with these service-types warranties and recognizes them ratably over the service period. For products sold to distributors, the Company provides an initial year of assurance-type warranty which guarantees that the products conform to the Company's published specifications. Assurance-type warranties do not create a separate performance obligation under ASC 606. Under ASC Topic 460 – Guarantees , the Company establishes an accrual for estimated assurance-type warranty expense and records the expense in cost of product revenue on the Consolidated Statements of Operations. Amounts recognized during the years ended December 31, 2024, 2023, and 2022 were not material. Grant Revenue Accounting for grants does not fall under ASC 606, as the grantor will not benefit directly from the Company’s expansion or product development, and no products or services are transferred to the grantor. As there is no authoritative guidance under U.S. GAAP on accounting for grants to for profit business entities from government entities, the Company accounts for grants by analogy to International Accounting Standards Topic 20, Accounting for Government Grants and Disclosure of Government Assistance (“IAS 20”) and ASC Topic 958, Not for-Profit Entities (“ASC 958”). The decision to account for a grant under IAS 20 or ASC 958 is based on whether the grantor is a government entity. The Company records grants related to assets as a deduction in calculating the carrying value of the asset, and records grants related to income separately on the Consolidated Statements of Operations on a gross basis as grant revenue. The related expenses are recorded on a gross basis within operating expenses. These methods are elections an entity can make under both IAS 20 and ASC 958. The Company recognizes grant revenue as the Company performs services under the arrangement when the funding is committed and as each grant’s activities are performed. The timing of revenue recognition and receipt of funding varies by grant and can be independent from performance of the related activities, such as an upfront payment of the award value, or subsequent to the Company’s requests for reimbursement for already performed activities (subject to the approval of the granting organization). Cost of Goods Sold and Services Cost of Product Revenue Cost of product revenue consists of manufacturing and assembly costs for instruments, related reagents, other consumables, contract manufacturer costs, personnel costs, overhead, and other direct costs related to product sales. Raw material part costs include inbound shipping and handling costs associated with purchased goods, contract manufacturer costs, personnel costs, overhead and other direct costs related to product sales. Additionally included in cost of product revenue are royalty fees due to third parties from revenue generated by collaboration or license deals. Cost of Service and Other Revenue Cost of services and other revenue consists of direct costs associated with operating the Company’s Accelerator Laboratory on behalf of its customers, including raw materials, personnel costs, royalties, allocated overhead costs that include facility and other related costs, and other direct costs. Additional costs include costs related to warranties, and other costs of servicing equipment at customer sites. F-13 Table of Cont ents Research and Development Expenses Research and development expense consists primarily of personnel costs, research supplies, third-party development costs for new products, materials for prototypes, quality assurance, and allocated overhead costs that include facility and other related costs. The Company accounts for nonrefundable advance payments for products and services that will be used in future research and development activities as expense when the service has been performed or when the products have been received. For arrangements in which the Company receives funding from third parties for research and development activities (excluding government sponsored arrangements), the Company assesses whether the arrangement is within the scope of ASC 730 – Research and Development . When the Company is entitled to receive reimbursements, does not have an obligation to repay, does not transfer products or services, and is the primary beneficiary of the activities, the Company records the reimbursable amounts as a reduction to research and development expense. Amounts reimbursed in excess of the cost incurred by the Company are recorded within other income (expense), net on the Consolidated Statements of Operations. Reimbursable amounts recorded as a reduction to research and development expenses were $ 0.3 million during the year ended December 31, 2024 and were not material during the year ended December 31, 2023. The amount reimbursed in excess of costs incurred by the Company related to activities funded by third parties was $ 0.4 million in both the years ended December 31, 2024 and 2023. No reimbursable amounts were received during the year ended December 31, 2022. Selling, General and Administrative Expenses Selling, general and administrative expense consists primarily of personnel costs for our sales and marketing, finance, legal, human resources, and general management teams, shipping and handling for product sales, other general and administrative costs, as well as professional services costs, such as marketing, advertising, legal and accounting services, and allocated overhead costs that include facility and other related costs. The classification of shipping and handling costs for product sales as selling, general and administrative expenses varies from company to company with some companies recording these as selling, general and administrative expenses and others recording such expenses within costs of goods sold for products. To the extent the classification of the Company's shipping and handling costs differs from the reporting approach used by other companies, the Company’s gross margins may not be comparable with those reported by such other companies. Net Loss Per Share Basic net loss per common share attributable to common stockholders is calculated by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding. Diluted net loss per common share attributable to common stockholders is calculated under the treasury stock method by dividing the loss attributable to common stockholders by the diluted weighted-average number of common shares outstanding. Diluted weighted-average shares outstanding reflect the dilutive effect, if any, of potential common shares issued, such as unvested common stock, unvested restricted stock units (“RSUs”), common stock options, and shares estimated to be purchased under the Company’s employee stock purchase plan (“ESPP”). During periods when the Company is in a net loss position, these potential common shares are excluded from the diluted net loss per common share attributable to common stockholders because their effect would be anti-dilutive. Accordingly, basic and diluted net loss per common share attributable to common stockholders were the same for all periods presented. F-14 Table of Cont ents Cash and Cash Equivalents Cash and cash equivalents consist of cash deposits and short-term, highly liquid marketable securities that are readily convertible into cash, with original maturities of three months or less. Cash and cash equivalents consist of the following (in thousands): As of December 31, 2024 2023 Cash $ 12,283 $ 12,162 Money market funds 44,426 155,367 Marketable securities — 6,893 Total cash and cash equivalents $ 56,709 $ 174,422 Restricted Cash The following table summarizes the period ending cash and cash equivalents as presented on the Consolidated Balance Sheets and the total cash, cash equivalents, and restricted cash as presented on the Consolidated Statements of Cash Flows (in thousands): As of December 31, 2024 2023 Cash and cash equivalents $ 56,709 $ 174,422 Restricted cash 2,610 2,604 Cash, cash equivalents, and restricted cash $ 59,319 $ 177,026 Restricted cash consists of collateral for a letter of credit issued as security for two of the Company’s leased facilities and to secure the Company’s corporate credit card program. The short-term or long-term classification is determined in accordance with the expiration of the underlying letter of credit and security. Marketable Securities The Company’s current portfolio of marketable securities is entirely debt securities and may at any time include commercial paper, U.S. Treasuries, corporate notes and bonds, U.S. Government agency bonds, certificates of deposit, and similar types of debt securities. Marketable debt securities with original maturities of three months or less at the time of purchase are recorded in cash equivalents on the Consolidated Balance Sheets as they are considered highly liquid and readily convertible into cash. All other marketable securities, including those with maturities beyond one year, are recorded as current assets on the Consolidated Balance Sheets based on their highly liquid nature and because such securities are available for use in current operations. The Company classifies its marketable securities as either held to maturity, available-for-sale, or trading at the time of purchase and re-evaluates such classification at each balance sheet date. All of the Company’s marketable securities are currently classified as available-for-sale as it may use them in current operations. Available-for-sale securities are recorded at fair value (refer to Note 6 - Fair Value of Financial Instruments ). Unrealized gains and losses (other than impairment or credit related losses) are recorded in accumulated other comprehensive income (loss), a component of stockholders’ equity on the Consolidated Balance Sheets. Realized gains and losses are determined using the specific identification method and are recorded in other income (expense), net on the Consolidated Statements of Operations. F-15 Table of Cont ents At least quarterly, the Company monitors its marketable securities for impairment. In the event a security’s fair value is less than its amortized cost basis, the Company evaluates whether an impairment exists and if the impairment is a result of credit loss or other factors. For a security in an unrealized loss position, if the Company intends to sell the security in an unrealized loss position, or it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, an impairment loss equal to the difference between the security’s fair value and amortized cost basis is recorded in other income (expense), net on the Consolidated Statement of Operations. Additionally, the Company determines if a credit loss exists by considering information about the collectability of the security, current market conditions, and the issuer’s financial condition. If a decline in fair value is a result of a credit loss, an allowance for credit losses is recorded in other income (expense), net on the Consolidated Statement of Operations, limited to the portion attributed to the credit loss. The Company has also elected the practical expedient to separately present accrued interest receivable from its marketable securities balance. Such accrued interest is recorded in prepaid expenses and other current assets on the Consolidated Balance Sheets and is not included in the assessment and measurement of impairment of its marketable securities. Inventory Inventory consists of instruments, assays, and the materials required to manufacture instruments and assays. Inventory is stated at the lower of cost or net realizable value on a first-in, first-out (“FIFO”) basis and includes the cost of materials, labor, and manufacturing overhead. The Company analyzes its inventory levels on each reporting date for slow-moving, excess, and obsolete inventory, and inventory expected to expire prior to being used. These analyses require judgment and are based on factors including, but not limited to, recent historical activity, anticipated or forecasted demand for the Company’s products (developed through its planning and sales and marketing inputs, scientific data supporting the estimated life of materials that expire and market conditions). If the Company identifies adverse conditions exist, such as unfavorable changes in estimated customer demand, the lives of materials that expire, or actual market conditions that may differ from its projections, the carrying value of the inventory is reduced to its estimated net realizable value by providing estimated reserves for excess or obsolete inventory. Property and Equipment Property and equipment, including leasehold improvements, are stated at cost, net of accumulated depreciation. These assets are depreciated over their estimated useful lives using the straight-line method. Expenditures for maintenance and repairs are charged to expense as incurred, whereas significant expenditures that extend the useful lives of existing assets are capitalized as additions to property and equipment. Depreciation is calculated based upon the following estimated useful lives: Estimated Useful Life Laboratory and manufacturing equipment 5 years Furniture and fixtures 7 years Computers and software 3 years Leasehold improvements Shorter of asset's life or remaining lease term The Company develops and modifies software related to the operation of some of its instruments and internal use software supporting the Company’s operations. Certain costs incurred during the application development stage including external direct costs of services used in the development or internal personnel costs for employees directly associated with the development are capitalized. These capitalized software development costs are recorded in property and equipment on the Consolidated Balance Sheets. The Company begins depreciating these costs over the life of the related asset upon completion of a working model or when it is ready for its intended use. Costs incurred during the preliminary project stage and post-configuration stages are expensed as incurred. F-16 Table of Cont ents Cloud Computing Costs For cloud computing arrangements that include a software license or software-as-a-service contracts, certain implementation costs incurred are capitalized and recorded in prepaid expenses and other current assets, and other non-current assets on the Consolidated Balance Sheets. These costs are amortized over the noncancellable term of the cloud computing service contract, plus any optional renewal periods that are reasonably certain to be exercised, once the service is ready for its intended use. As of December 31, 2024, the Company capitalized $ 1.2 million of cloud computing implementation costs. Amounts capitalized as of December 31, 2023 and expensed during the years ended December 31, 2024, 2023 and 2022 were not material. Leases The Company enters into operating leases for office, laboratory, and manufacturing spaces, as well as office equipment, and determines whether an arrangement is a lease at inception of the arrangement. The Company accounts for a lease when it has the right to control the leased asset for a period of time, while obtaining substantially all of the assets’ economic benefits. Leases are recorded on the Consolidated Balance Sheets as operating lease right-of-use (“ROU”) assets and current or non-current operating lease liabilities. All of the Company’s leases are classified as operating leases. Operating lease ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of the future minimum lease payments over the lease term and any initial direct costs incurred. Initial direct costs are incremental costs of a lease that would not have been incurred had the lease not been executed. The discount rate used to determine the present value of the lease payments is the Company’s incremental borrowing rate on a collateralized basis for a similar term and amount, as generally an implicit rate in the lease is not readily determinable. To estimate its incremental borrowing rate, a credit rating applicable to the Company is estimated using a synthetic credit rating analysis since the Company does not currently have an agency-based credit rating. The Company’s lease agreements can contain lease and non-lease components. The Company accounts for the lease and fixed payments for non-lease components as a single lease component under ASC 842 – Leases , which increases the amount of the ROU assets and lease liabilities. Most of the Company’s lease agreements also contain variable payments, primarily maintenance, utility, and other-related costs, which are expensed as incurred and not included in the measurement of the ROU assets and lease liabilities. Some of the Company’s leases contain options to extend or terminate the lease. When determining the lease term, these options are included in the measurement and recognition of the Company’s ROU assets and lease liabilities when it is reasonably certain that the Company will exercise the option(s). The Company considers various economic factors when making this determination, including, but not limited to, the significance of leasehold improvements incurred in the leased space, the difficulty in replacing the asset, underlying contractual obligations, and specific characteristics unique to a particular lease. Subsequent to entering into a lease arrangement, the Company reassesses the certainty of exercising options to extend or terminate a lease. When it becomes reasonably certain that the Company will exercise an option that was not included in the lease term, the Company accounts for the change in circumstances as a lease modification, which results in the remeasurement of the ROU asset and lease liability as of the modification date. Leases with a term of 12 months or less upon commencement are not recorded on the Consolidated Balance Sheets and are recorded to expense on a straight-line basis over the lease term. Impairment of Goodwill The Company assesses goodwill for impairment at the reporting unit level annually and whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Such events or circumstances could include the occurrence of operating losses, a significant decline in earnings, or significant changes in or restructuring of the business. The impairment test is first performed at the reporting unit level using a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than the carrying value. If the reporting unit does not pass the qualitative assessment, the reporting unit’s carrying value is compared to its fair value, using estimates including forecasts of discounted future cash flows and peer market multiples. An impairment charge is recorded equal to the excess of the reporting unit’s carrying value over its fair value. The Company recorded an impairment charge on its entire goodwill balance during the year ended December 31, 2022 (refer to Note 18 - Restructuring ) and had no goodwill recorded at December 31, 2024 or 2023. F-17 Table of Cont ents Impairment of Long-Lived Assets The Company’s long-lived assets consist of operating lease ROU assets, property and equipment, and intangible assets. The Company reviews the carrying amount of its long-lived assets for impairment whenever events or circumstances indicate that the estimated useful lives may warrant revision, or that the carrying amount of the assets may not be fully recoverable. To assess whether a long-lived asset or group of assets has been impaired, the estimated undiscounted and discounted future cash flows for the estimated remaining useful life or estimated lease term, of the asset (or the primary asset in the asset group) are compared to their carrying values. Significant judgment is required to estimate future cash flows, including, but not limited to, the expected use of the asset (group), historical customer retention rates, technology roadmaps, customer awareness, trademark and trade name history, contractual provisions that could limit or extend an asset's useful life, market data, discount rates, potential sublease opportunities including rent and rent escalation rates, time to sublease, and free rent periods. To the extent that the future cash flows are less than the carrying value, the asset(s) are impaired and written down to estimated fair value. Fair Value of Financial Instruments The carrying amount reflected on the Consolidated Balance Sheets for cash, restricted cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued compensation and benefits, and accrued expenses and other current liabilities approximate their fair values due to their short-term nature. Additionally, the Company has certain financial assets that are required to be measured at fair value on a recurring basis including cash equivalents and marketable securities. Pursuant to the accounting standards for fair value measurements, the fair values of these financial assets are classified as Level 1, 2, or 3 within the fair value hierarchy as follows: • Level 1: Observable inputs based on unadjusted quoted prices in active markets for identical assets. • Level 2: Inputs, other than Level 1 inputs, that are observable either directly or indirectly, such as quoted prices for similar assets, quoted prices in markets that are not active, other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets. • Level 3: Unobservable inputs for which there is little or no market data and such inputs are significant to the fair value of the assets. These inputs reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Consolidated Financial Statements or tax returns. Deferred tax assets and liabilities are determined based on differences between the carrying amount and the tax basis of the assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions using a more likely than not threshold for recognizing uncertain tax positions, in accordance with ASC 740 – Income Taxes . The evaluation of uncertain tax positions is based on factors that include, but are not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity, and changes in facts or circumstances related to a tax position. The Company evaluates uncertain tax positions on an ongoing basis and adjusts any liability recorded to reflect subsequent changes in the relevant facts surrounding the uncertain positions. Amounts recorded for uncertain tax positions, including interest and penalties, are recorded in income tax (expense) benefit on the Consolidated Statement of Operations. F-18 Table of Cont ents Credit, Product, and Supplier Concentrations, and Off-Balance-Sheet Risk Financial instruments that potentially expose the Company to concentrations of credit risk primarily consist of cash, cash equivalents, marketable securities, and accounts receivable. The Company limits its risk exposure by having its cash, cash equivalents, and marketable securities held at large commercial banks and investing in highly rated marketable securities. Maximum exposure to losses related to cash, cash equivalents, marketable securities, and accounts receivable are limited to their carrying amounts. As of December 31, 2024, no customer accounted for greater than 10 % of the Company's gross accounts receivable. As of December 31, 2023, one customer with $ 3.6 million of receivables accounted for greater than 10 % of the Company's gross accounts receivable. Customers outside the United States represented 40 % and 38 % of the Company’s gross accounts receivable balance as of December 31, 2024 and 2023, respectively. For the year ended December 31, 2024, no customers accounted for greater than 10 % of the Company’s total revenue. For the year ended December 31, 2023, one customer of approximately $ 14.0 million revenue accounted for greater than 10 % of the Company’s total revenue. For the year ended December 31, 2022, one customer of approximately $ 13.7 million revenue accounted for greater than 10 % of the Company’s total revenue. The Company is also subject to supply chain risks related to outsourced manufacturing of some of its instruments. Although there are a limited number of manufacturers for its instruments, the Company believes that other suppliers could provide similar manufacturing on comparable terms. A change in suppliers, however, could cause a delay in manufacturing and a possible loss of sales, which would adversely affect operating results. In addition to outsourced manufacturing of some of its instruments, the Company also purchases antibodies through a number of different suppliers. Although a disruption in service from any one of its antibody suppliers is possible, the Company believes that it would be able to find an adequate supply from alternative suppliers. Stock-Based Compensation The Company measures and recognizes stock-based compensation expense by calculating the estimated fair value of stock options, RSUs, or purchase rights issued under the Company’s ESPP on the grant date. The Company generally issues new common shares upon exercise of options and vesting of RSUs. Awards granted by the Company are routine in nature including new hire, annual, and promotion grants. The fair value of stock options and purchase rights under the ESPP is estimated using the Black-Scholes option-pricing model. The Black-Scholes model requires the Company to make assumptions about the expected or contractual term of the option or purchase right, the expected volatility, risk-free interest rates, and expected dividend yield. The Company estimates the expected term of options granted to employees utilizing historical exercise data. The expected term is applied to the stock option grant group as a whole, as the Company does not expect substantially different exercise or post-vesting termination behavior among its employee population. During 2024 and 2023, the expected volatility was based on the Company’s historical volatility. Prior to 2023, the expected volatility was estimated based on both the Company’s volatility and the average volatility for comparable publicly traded companies over a period equal to the expected term of the related stock-based awards. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant, commensurate with the expected term. The expected dividend yield is zero as the Company has never paid dividends and has no current plans to pay any dividends on common stock. The fair value of RSUs is determined using the closing market price of the Company’s common stock on the grant date. The Company recognizes stock-based compensation expense on a straight-line basis over an award’s requisite service period, which is the vesting period for stock options and RSUs, and the offering period for purchase rights under the ESPP. The Company recognizes forfeitures as they occur. Advertising The Company expenses the cost of advertising as incurred and records them in selling, general and administrative expense on the Consolidated Statements of Operations. Advertising expense was $ 0.5 million, $ 0.3 million, and $ 0.3 million for the years ended December 31, 2024, 2023, and 2022, respectively. F-19 Table of Cont ents Recent Accounting Pronouncements Recently Adopted Accounting Standards In November 2023, the FASB issued ASC Update No. 2023-07, Segment Reporting (Topic 280) : Improvement to Reportable Segment Disclosures (“ASU 2023-07”). This update requires single reportable segment entities to comply with all disclosure requirements within Topic 280. This update also enhances reportable segment disclosure requirements by requiring public entities to provide disclosures of significant segment expense categories and amounts that are regularly reviewed by the chief operating decision maker, and other segment items, as well as disclosures about, and a reconciliation to, a reportable segment’s profit or loss. The new standard became effective for the Company’s annual financial statements for the period beginning on January 1, 2024 and is applicable for interim financial statements for the periods beginning on January 1, 2025. The Company adopted this standard on a retrospective basis to all periods presented and such adoption did not have a material impact on the Company’s Consolidated Financial Statements or related disclosures. In June 2022, the FASB issued ASC Update No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions . This update clarifies the guidance in Topic 820 related to measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, as well as introduces new disclosure requirements for these types of equity securities. The new standard became effective for the Company on January 1, 2024. The Company adopted this standard on a prospective basis and such adoption did not have a material impact on the Company’s Consolidated Financial Statements or related disclosures. Recent Accounting Standards To Be Adopted In December 2024, the FASB issued ASC Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update enhances income tax disclosure requirements by requiring public entities to provide additional information in its tax rate reconciliation and additional disclosures about income taxes paid. The update is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance and the amendments in this update should be applied prospectively, but entities have the option to apply it retrospectively. The Company is currently evaluating the impact that the standard will have on its Consolidated Financial Statements. In November 2024, the FASB issued ASC Update No. 2024-03, Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures. This update enhances disclosure of an entity's expenses, primarily through additional disaggregation of income statement expenses. The update also requires entities to disclose qualitative descriptions of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. The amendments in this update should be applied prospectively, but entities have the option to apply it retrospectively. The new standard will be effective for the Company’s annual financial statements for the period beginning on January 1, 2027, and interim reporting periods beginning January 1, 2028. The Company is currently evaluating the impact that the adoption of this standard will have on financial disclosures. Note 3. Revenue and Related Matters Revenue from Contracts with Customers The Company’s customers primarily consist of entities engaged in the life sciences research that pursue the discovery and development of new drugs for a variety of neurologic, oncologic, cardiovascular, infectious disease, and other protein biomarkers associated with diseases. The Company’s customer base includes pharmaceutical, biotechnology, contract research organizations, academic, and government institutions. F-20 Table of Cont ents Disaggregated Revenue When disaggregating revenue, the Company considers all of the economic factors that may affect its revenues. The following tables disaggregate the Company’s revenue from contracts with customers by geography, based on the location products and services are consumed, and revenue type (in thousands): Year Ended December 31, 2024 North America EMEA Asia Pacific Total Product revenue: Instruments $ 3,924 $ 3,857 $ 2,699 $ 10,480 Consumable and other products 39,794 20,760 8,706 69,260 Total $ 43,718 $ 24,617 $ 11,405 $ 79,740 Service revenue: Research services $ 31,252 $ 5,833 $ 913 $ 37,998 Service-type warranties 6,319 3,490 798 10,607 Other services 1,618 976 45 2,639 Total $ 39,189 $ 10,299 $ 1,756 $ 51,244 Collaboration and license revenue: $ 3,681 $ — $ 771 $ 4,452 Total $ 3,681 $ — $ 771 $ 4,452 Year Ended December 31, 2023 North America EMEA Asia Pacific Total Product revenue: Instruments $ 6,374 $ 4,384 $ 4,947 $ 15,705 Consumable and other products 35,122 21,216 7,627 63,965 Total $ 41,496 $ 25,600 $ 12,574 $ 79,670 Service and other revenues: Research services $ 24,706 $ 2,000 $ 1,122 $ 27,828 Service-type warranties 6,265 3,001 613 9,879 Other services 1,436 951 ( 5 ) 2,382 Total $ 32,407 $ 5,952 $ 1,730 $ 40,089 Collaboration and license revenue: $ 1,380 $ — $ — $ 1,380 Total $ 1,380 $ — $ — $ 1,380 F-21 Table of Cont ents Year Ended December 31, 2022 North America EMEA Asia Pacific Total Product revenue: Instruments $ 9,254 $ 8,362 $ 7,388 $ 25,004 Consumable and other products 25,894 14,514 4,396 44,804 Total $ 35,148 $ 22,876 $ 11,784 $ 69,808 Service and other revenue: Research services $ 22,493 $ 1,013 $ 147 $ 23,653 Service-type warranties 5,581 2,779 480 8,840 Other services 1,144 722 136 2,002 Total $ 29,218 $ 4,514 $ 763 $ 34,495 Collaboration and license revenue: $ 274 $ 323 $ 52 $ 649 Total $ 274 $ 323 $ 52 $ 649 UltraDx Product Sales Agreement On May 26, 2022, the Company and UltraDx Limited (“UltraDx”), a company formed by ARCH Venture Partners (“ARCH”), entered into an agreement (the “UltraDx Agreement”). Under the UltraDx Agreement, the Company agreed to supply UltraDx with HD-X instruments (both fully assembled and disassembled), assays and assay components, and granted a co-exclusive license to manufacture, seek Chinese regulatory approval of (including performance of any necessary research and development activities), and commercialize, HD-X instruments assembled in China and related assays in the Chinese in vitro diagnostic (“IVD”) market. Refer to Note 16 - Related Party Transactions for a discussion of the related party relationships between Quanterix and these entities. Under the UltraDx Agreement, the consideration due to the Company included cash proceeds and contingent, non-cash consideration in the form of ordinary shares of UltraDx with a deemed fair value of $ 1.0 million. The issuance of the shares was contingent on UltraDx completing a preferred share financing under the terms and conditions in the UltraDx Agreement. Given the uncertainty of the completion of the preferred share financing, the Company concluded that the non-cash consideration related to the ordinary shares was variable consideration that was fully constrained at contract inception. In the second quarter of 2023, UltraDx completed the qualified preferred share financing and issued to the Company 1.0 million ordinary shares. Refer to Note 6 - Fair Value of Financial Instruments for the Company’s disclosures related to determining the fair value of the shares received and Note 20 - Variable Interest Entities for the Company's evaluation under the VIE guidance of investments in other entities. During the years ended December 31, 2024, 2023, and 2022, the Company recognized $ 1.1 million, $ 1.8 million, and $ 1.9 million, respectively, of revenue from UltraDx. The amount recognized during the year ended December 31, 2023 includes the one-time revenue from the receipt of the UltraDx shares. Eli Lilly and Company Service Revenue Agreements On February 25, 2022, the Company entered into a Master Collaboration Agreement with Eli Lilly and Company (“Lilly”) establishing a framework for future projects focused on the development of Simoa immunoassays (the “Lilly Collaboration Agreement”). The Company also entered into an initial statement of work (the “SOW”) under the Lilly Collaboration Agreement to perform assay research and development services within the field of Alzheimer’s disease. Under the SOW, the Company received $ 1.5 million per calendar quarter, which began in the first quarter of 2022. The initial SOW automatically renewed on a quarterly basis. During the second quarter of 2024, Lilly launched its CertuitAD test. As a result, on May 14, 2024, Lilly provided notice to terminate the SOW in accordance with the terms of the Lilly Collaboration Agreement, effective August 22, 2024. Under the terms of the SOW, the Company received a final quarterly payment of $ 1.5 million in the third quarter of 2024. The Lilly Collaboration Agreement remains in effect and the Company continues to provide products and services to Lilly under other contractual arrangements. F-22 Table of Cont ents Concurrent with the execution of the Lilly Collaboration Agreement, the Company entered into a Technology License Agreement (the “Lilly License”) under which Lilly granted the Company a non-exclusive license to Lilly’s proprietary p-Tau 217 antibody technology for use in research use only products and services and future IVD applications within the field of Alzheimer’s disease. In consideration of the Lilly License, the Company paid an upfront fee, is required to make milestone payments based on the achievement of predetermined regulatory and commercial events, and will pay royalties on net sales of licensed products. In the third quarter of 2024, the Company announced that it will offer research use only instrumentation and consumables to develop p-Tau 217 blood tests and services using the p-Tau 217 antibody technology licensed from Lilly. During the years ended December 31, 2024, 2023, and 2022, the Company recognized $ 4.5 million, $ 6.0 million, and $ 10.9 million, respectively, of revenue from the Lilly Collaboration Agreement. Contract Assets There were no contract assets as of December 31, 2024 or December 31, 2023. Deferred Revenue During the years ended December 31, 2024 and 2023, the Company recognized $ 7.9 million and $ 7.7 million of revenue, respectively, related to its deferred revenue balance at January 1 of each such period. Remaining Performance Obligations As of December 31, 2024, the aggregate amount of transaction prices allocated to performance obligations that were not yet satisfied, or were partially satisfied, was $ 9.9 million. Of the performance obligations not yet satisfied or partially satisfied, $ 8.8 million is expected to be recognized as revenue in the next 12 months, with the remainder expected to be recognized thereafter. The $ 9.9 million primarily consists of amounts billed for undelivered services related to initial and extended service-type warranties and research services. Costs to Obtain a Contract Changes in costs to obtain a contract were as follows (in thousands): 2024 2023 2022 Balance at December 31 of prior year $ 288 $ 377 $ 440 Capitalization of costs to obtain a contract 362 528 1,387 Recognition of costs to obtain a contract ( 358 ) ( 617 ) ( 1,450 ) Balance at December 31 $ 292 $ 288 $ 377 The Company evaluates potential impairment of these amounts at each balance sheet date, and no related impairments were recorded during the years ended December 31, 2024, 2023, and 2022, respectively. Grant Revenue All of the Company's grant revenue is generated within North America. Grant revenue for the years ended December 31, 2024, 2023, and 2022 was $ 2.0 million, $ 1.2 million, and $ 0.6 million, respectively. NIH Grant On September 21, 2022, the Company and the National Institutes of Health (the “NIH”), an agency of the U.S. Department of Health and Human Services, entered into a contract (the “NIH Grant”) with a total award value of $ 1.7 million. The NIH granted the Company funding in support of the development of certain point-of-care diagnostic technologies through collaborative efforts. Grant funding is to be used solely for activities related to the point-of-care diagnostic device development project and the contract period runs through August 2025. Receipt of the award value occurs throughout the term of the contract period and after the Company submits for reimbursement of activities related to the grant. As of December 31, 2024, the Company had received $ 1.1 million of the award value. F-23 Table of Cont ents During the years ended December 31, 2024 and 2023, grant revenue recognized was $ 0.8 million and $ 0.7 million, respectively, and research and development expenses incurred were $ 0.8 million and $ 0.6 million , respectively . During the year ended December 31, 2022, grant revenue recognized and research and development expenses incurred were not material. ADDF Grant On March 24, 2022, the Company and the Alzheimer’s Drug Discovery Foundation (the “ADDF”) entered into a contract (the “ADDF Grant”) with a total funding value of $ 2.3 million. The ADDF is a charitable venture philanthropy entity that granted the Company funding in support of certain activities for the development of an IVD test for early detection of Alzheimer's disease. The ADDF Grant restricts the Company’s use of the granted funds solely for activities related to the Company’s Alzheimer’s diagnostic test development project and the contract period runs through June 2024. Receipt of the contract funding was subject to achievement of pre-defined milestones, and as of December 31, 2023, the Company had received the total funding value of $ 2.3 million. During the years ended December 31, 2024, 2023, and 2022, grant revenue recognized was $ 1.1 million, $ 0.5 million, and $ 0.6 million, respectively, and research and development expenses incurred were $ 1.1 million, $ 0.5 million, and $ 0.6 million, respectively. As of December 31, 2024, the Company had no remaining deferred revenue related to the ADDF Grant. Note 4. Allowance for Credit Losses The change in the allowance for credit losses on accounts receivable is summarized as follows (in thousands): 2024 2023 2022 Balance at December 31 of prior year $ 454 $ 118 $ 419 Provision for expected credit losses 712 729 752 Write-offs and recoveries collected ( 124 ) ( 393 ) ( 1,053 ) Balance at December 31 $ 1,042 $ 454 $ 118 F-24 Table of Cont ents Note 5. Marketable Securities The amortized cost, gross unrealized gains, gross unrealized losses, and fair value of the Company’s marketable securities by major security type were as follows (in thousands): As of December 31, 2024 Amortized cost Unrealized Gains Unrealized Losses Fair Value Commercial paper $ 1,494 $ — $ — $ 1,494 U.S. Treasuries 61,891 19 ( 53 ) 61,857 U.S. Government agency bonds 93,987 89 ( 98 ) 93,978 Corporate bonds 74,937 148 ( 1 ) 75,084 Total marketable securities $ 232,309 $ 256 $ ( 152 ) $ 232,413 Marketable securities are reported in the following Consolidated Balance Sheets captions: Marketable securities $ 232,413 Total marketable securities $ 232,413 As of December 31, 2023 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Commercial paper $ 53,482 $ 23 $ ( 12 ) $ 53,493 U.S. Treasuries 4,896 1 — 4,897 U.S. Government agency bonds 28,366 39 ( 7 ) 28,398 Corporate bonds 66,726 289 ( 8 ) 67,007 Total marketable securities $ 153,470 $ 352 $ ( 27 ) $ 153,795 Marketable securities are recorded in the following Consolidated Balance Sheets captions: Cash and cash equivalents $ 6,893 Marketable securities 146,902 Total marketable securities $ 153,795 The following table shows the fair value and gross unrealized losses of the Company’s available-for-sale securities with unrealized losses that are not deemed to be other-than-temporary, aggregated by major security type and length of time that the individual securities have been in a continuous unrealized loss position (in thousands): Less Than 12 Months As of December 31, 2024 Fair Value Unrealized Losses U.S. Treasuries $ 35,085 $ ( 53 ) U.S. Government agency bonds 32,148 ( 98 ) Corporate bonds 7,415 ( 1 ) Total $ 74,648 $ ( 152 ) Less Than 12 Months As of December 31, 2023 Fair Value Unrealized Losses Commercial paper $ 32,137 $ ( 12 ) U.S. Government agency bonds 15,861 ( 7 ) Corporate bonds 8,367 ( 8 ) Total $ 56,365 $ ( 27 ) F-25 Table of Cont ents The Company did not have any individual securities in a continuous loss position for greater than 12 months, and there were no individual securities that were in a significant unrealized loss position as of December 31, 2024 or 2023. For marketable securities in an unrealized loss position, the Company does not intend to sell them before recovery of their amortized cost bases, it is not more likely than not that the Company will be required to sell them before recovery of their amortized cost bases, and the unrealized losses are not credit related. Accordingly, the Company has not recorded any impairment losses or a credit loss allowance. The Company did not sell any marketable securities or record any realized gains or losses for the years ended December 31, 2024 and 2023. At December 31, 2024 and 2023, the Company had $ 1.6 million and $ 1.0 million of accrued interest receivable on its marketable securities, respectively. The following table summarizes the contractual maturities of the Company’s marketable securities (in thousands): As of December 31, 2024 As of December 31, 2023 Amortized cost Fair Value Amortized Cost Fair Value Due within one year $ 197,141 $ 197,306 $ 95,188 $ 95,232 Due in one to two years 35,168 35,107 58,282 58,563 Total $ 232,309 $ 232,413 $ 153,470 $ 153,795 Note 6. Fair Value of Financial Instruments Recurring Fair Value Measurements The following tables present the Company’s fair value hierarchy for its financial assets that are measured at fair value on a recurring basis (in thousands): As of December 31, 2024 Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Financial assets: Cash equivalents: (1) Money market funds $ 44,426 $ 44,426 $ — $ — Total cash equivalents $ 44,426 $ 44,426 $ — $ — Marketable securities: Commercial paper $ 1,494 $ — $ 1,494 $ — U.S. Treasuries 61,857 — 61,857 — U.S. Government agency bonds 93,978 — 93,978 — Corporate bonds 75,084 — 75,084 — Total marketable securities 232,413 — 232,413 — Total financial assets $ 276,839 $ 44,426 $ 232,413 $ — F-26 Table of Cont ents As of December 31, 2023 Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Financial assets: Cash equivalents: (1) Money market funds $ 155,367 $ 155,367 $ — $ — Commercial paper 1,996 — 1,996 — U.S. Treasuries 4,897 — 4,897 — Total cash equivalents $ 162,260 $ 155,367 $ 6,893 $ — Marketable securities: Commercial paper $ 51,498 $ — $ 51,498 $ — U.S. Government agency bonds 28,398 — 28,398 — Corporate bonds 67,006 — 67,006 — Total marketable securities 146,902 — 146,902 — Total financial assets $ 309,162 $ 155,367 $ 153,795 $ — (1) Included in cash and cash equivalents on the Consolidated Balance Sheets. Cash equivalents and marketable securities classified as Level 2 financial assets are initially valued at their purchase price and subsequently valued at the end of each reporting period utilizing third party pricing services or other observable data. The pricing services utilize industry standard valuation methods, including both income and market-based approaches, and observable market inputs to determine the fair value. These observable market inputs include reportable trades, benchmark yields, credit spreads, broker/dealer quotes, bids, offers, current spot rates, and other industry and economic events. Nonrecurring Fair Value Measurements In the second quarter of 2023, the Company received 1.0 million ordinary shares in UltraDx under the UltraDx Agreement (refer to Note 3 - Revenue and Related Matters ). As UltraDx is a privately held entity, there is minimal market activity or other financial information available to determine the fair value of UltraDx’s shares and therefore this investment is considered a Level 3 financial asset. Pursuant to ASC 321 – Investments – Equity Securities , the Company uses the measurement alternative for equity investments without readily determinable fair values and recognizes its equity investment in UltraDx at cost, less any impairment, and adjusted for any observable price changes in orderly transactions. The ordinary shares received were valued at $ 0.8 million upon receipt, primarily using the third-party purchase price of similar interests issued during UltraDx’s financing that closed in the second quarter of 2023. Changes in the inputs and assumptions used would have resulted in a higher or lower fair value measurement. The Company’s non-marketable equity investment in UltraDx contains certain restrictions related to the sale or transfer of the securities. The restrictions are in place indefinitely and cannot lapse. No adjustment to the fair value was required as a result of adopting ASU 2022-03 on January 1, 2024. During the year ended December 31, 2024, the Company did not record adjustments to the fair value of its non-marketable equity investment. To date, the cumulative fair value adjustments have not been material. As of both December 31, 2024 and December 31, 2023, the carrying value of the Company’s Level 3 financial asset was $ 0.8 million and is included in other non-current assets on the Consolidated Balance Sheets. Refer to Note 20 - Variable Interest Entities for the Company's evaluation under the VIE guidance of investments in other entities. Other Fair Value Disclosures During the years ended December 31, 2024 and 2023, the Company did not transfer financial assets between levels of the fair value hierarchy. Additionally, there have been no changes to the valuation techniques for Level 2 or Level 3 financial assets. F-27 Table of Cont ents Note 7. Inventory Inventory, net of inventory reserves, consisted of the following (in thousands): As of December 31, 2024 2023 Raw materials $ 7,215 $ 5,114 Work in process 7,980 5,439 Finished goods 17,580 15,570 Total inventory $ 32,775 $ 26,123 Note 8. Property and Equipment Property and equipment consisted of the following (in thousands): As of December 31, 2024 2023 Laboratory and manufacturing equipment $ 14,648 $ 13,141 Furniture and fixtures 1,999 1,905 Computers and software 6,036 3,927 Leasehold improvements 13,291 13,074 Total cost 35,974 32,047 Less: accumulated depreciation ( 18,824 ) ( 14,121 ) Property and equipment, net $ 17,150 $ 17,926 The Company incurred depreciation expense of $ 4.8 million, $ 4.7 million, and $ 3.5 million for the years ended December 31, 2024, 2023, and 2022, respectively. Substantially all of the Company’s property and equipment is located in North America. During the year ended December 31, 2023, the Company had $ 0.8 million of disposals related to equipment no longer being used by the Company. There were no material disposals during the years ended December 31, 2024, and 2022. For the year ended December 31, 2024, the Company did not record any impairments related to property and equipment. For the years ended December 31, 2023 and 2022, except for the impairments related to leasehold improvements associated with two leased facilities that were not being used at the time (refer to Note 14 - Leases) , impairments related to property and equipment were not material. As of December 31, 2024 and 2023, total gross capitalized software development costs were $ 4.3 million and $ 1.1 million, respectively. Depreciation of capitalized software costs was $ 0.8 million for the year ended December 31, 2024 and was not material for the years ended December 31, 2023 and 2022. Note 9. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): As of December 31, 2024 2023 Accrued professional services $ 4,897 $ 1,596 Accrued royalties 1,361 1,689 Accrued tax liabilities 1,018 822 Other accrued expenses 1,575 1,948 Total accrued expenses and other current liabilities $ 8,851 $ 6,055 F-28 Table of Cont ents Note 10. Stock-Based Compensation Stock-Based Compensation Plans In December 2017, the Company adopted the 2017 Employee, Director and Consultant Equity Incentive Plan (the “2017 Plan”), under which it may grant incentive stock options, non-qualified stock options, RSUs, and other stock-based awards. As of December 31, 2017, the 2017 Plan allowed for the issuance of (1) up to 1.0 million shares of common stock and (2) up to 2.5 million shares of common stock represented by awards granted under the 2007 Stock Option and Grant Plan (which was terminated upon completion of the Company’s initial public offering) that were forfeited, expired, or cancelled without delivery of shares or which result in the forfeiture of shares of common stock back to the Company on or after the date the 2017 Plan became effective. The 2017 Plan contains an “evergreen” provision, which allows for an annual increase in the number of shares of common stock available for issuance under the 2017 Plan on the first day of each fiscal year during the period beginning in 2019 and ending in 2027. The annual increase is equal to the lowest of (1) 4 % of the number of shares of common stock outstanding as of such date and (2) an amount determined by the Company’s Board of Directors or Compensation Committee. As of December 31, 2024, 4.6 million shares were outstanding and there were 3.8 million shares available for grant under the 2017 Plan. In December 2017, the Company adopted the 2017 Employee Stock Purchase Plan (the “2017 ESPP”). As of December 31, 2019, the 2017 ESPP allowed for the issuance of up to 0.6 million shares of common stock. The 2017 ESPP contains an “evergreen” provision, which allows for an increase in the number of shares under the plan on the first day of each fiscal year beginning with 2018 and ending in 2027. The increase is equal to the lowest of: (1) 1 % of the number of shares of common stock outstanding on the last day of the immediately preceding fiscal year and (2) an amount determined by the Company’s Board of Directors or Compensation Committee. As of December 31, 2024, 2.0 million shares were available for grant under the 2017 ESPP. The 2017 ESPP provides for six-month offering periods commencing and ending on March 1 through August 31, and September 1 through February 28. During the years ended December 31, 2024, 2023, and 2022, employees purchased 78 thousand, 121 thousand, and 57 thousand shares, respectively, of the Company’s common stock pursuant to the 2017 ESPP. Stock Options Under the 2017 Plan, stock options may not be granted with exercise prices of less than fair market value on the date of the grant. Options generally vest ratably over a four-year period with 25 % vesting on the first anniversary and the remaining 75 % vesting ratably on a monthly basis over the remaining three years . These options expire ten years after the grant date. Stock option activity for the year ended December 31, 2024 is presented below (in thousands, except per share and contractual life amounts): Number of options Weighted-average exercise price per share Weighted-average remaining contractual life (in years) Aggregate intrinsic value Outstanding at December 31, 2023 2,774 $ 19.62 7.9 $ 26,941 Granted 1,584 20.46 Exercised ( 159 ) 11.71 Forfeited/expired ( 636 ) 21.89 Outstanding at December 31, 2024 3,563 $ 19.94 7.7 $ 678 Exercisable at December 31, 2024 1,511 $ 21.18 6.3 $ 549 Vested and expected to vest at December 31, 2024 3,563 $ 19.94 7.7 $ 678 The total intrinsic value of stock options exercised was $ 1.9 million in 2024, $ 1.9 million in 2023, and $ 3.4 million in 2022. F-29 Table of Cont ents Restricted Stock Units RSUs represent the right to receive shares of common stock upon meeting specified vesting requirements. Shares are delivered to the grantee upon vesting, less shares for the payment of withholding taxes. RSU activity for the year ended December 31, 2024 is presented below (in thousands, except per share amounts): Number of shares Weighted-average grant date fair value per share Unvested as of December 31, 2023 1,328 $ 17.87 Granted 611 21.51 Vested ( 522 ) 19.79 Forfeited ( 302 ) 19.42 Unvested as of December 31, 2024 1,115 $ 18.55 Expected to convert at December 31, 2024 1,115 $ 18.55 The weighted average grant-date fair value per share of awards granted was $ 21.51 in 2024, $ 15.90 in 2023, and $ 18.32 in 2022.The total fair value of shares that vested was $ 10.3 million in 2024, $ 10.4 million in 2023, and $ 9.8 million in 2022. Stock-Based Compensation Expense Stock-based compensation expense was recorded in the following categories on the Consolidated Statements of Operations (in thousands): Year Ended December 31, 2024 2023 2022 Cost of product revenue $ 1,132 $ 839 $ 596 Cost of service and other revenue 1,142 1,124 819 Research and development 2,117 1,713 1,629 Selling, general and administrative 15,596 13,147 12,339 Total stock-based compensation $ 19,987 $ 16,823 $ 15,383 As of December 31, 2024, there was $ 40.1 million of total unrecognized stock-based compensation expense related to unvested RSUs and stock options, which is expected to be recognized over the remaining weighted-average vesting period of 2.7 years. F-30 Table of Cont ents The fair value of the Company’s stock options granted and purchase rights to the ESPP were estimated using the Black-Scholes valuation model with the following assumptions: Year Ended December 31, 2024 2023 2022 Stock Options: Risk-free interest rate 3.4 % - 4.6 % 3.5 % - 4.7 % 1.4 % - 4.1 % Expected dividend yield None None None Expected term (in years) 5.3 - 5.4 5.0 - 5.2 5.0 - 5.8 Expected volatility 81.4 % - 83.1 % 71.1 % - 83.1 % 55.0 % - 70.8 % Weighted-average grant date fair value per share $ 14.43 $ 10.63 $ 9.88 Employee Stock Purchase Plan: Risk-free interest rate 4.3 % - 4.9 % 5.2 % - 5.5 % 0.7 % - 3.9 % Expected dividend yield None None None Expected term (in years) 0.5 0.5 0.5 Expected volatility 54.9 % - 66.0 % 72.8 % - 82.5 % 51.9 % - 117.3 % Weighted-average grant date fair value per share $ 3.84 $ 3.19 $ 3.53 Note 11. Net Loss Per Share The following table presents the computation of basic and diluted net loss per share (in thousands, except per share data): Year Ended December 31, 2024 2023 2022 Numerator: Net loss $ ( 38,531 ) $ ( 28,354 ) $ ( 99,574 ) Denominator: Weighted average common shares outstanding, basic and diluted 38,367 37,594 36,991 Net loss per share, basic and diluted $ ( 1.00 ) $ ( 0.75 ) $ ( 2.69 ) As the Company was in a net loss position for all periods, the following common share equivalents were excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive (in thousands): Year Ended December 31, 2024 2023 2022 Stock options 3,561 2,783 2,432 Common stock and RSUs 1,341 1,513 908 Estimated ESPP purchases 8 23 52 Total dilutive shares 4,910 4,319 3,392 F-31 Table of Cont ents Note 12. Income Taxes The following table presents the components of loss before income taxes (in thousands): Year Ended December 31, 2024 2023 2022 United States $ ( 39,968 ) $ ( 30,355 ) $ ( 92,360 ) Foreign 1,871 2,720 ( 7,050 ) Total loss before income taxes $ ( 38,097 ) $ ( 27,635 ) $ ( 99,410 ) The following table summarizes income tax (expense) benefit (in thousands): Year Ended December 31, 2024 2023 2022 Current: United States Federal $ — $ — $ — State ( 37 ) ( 161 ) ( 87 ) Foreign ( 683 ) ( 850 ) ( 372 ) Total current income tax provision ( 720 ) ( 1,011 ) ( 459 ) Deferred United States Federal — — 10 State — — 13 Foreign 286 292 272 Total deferred income tax benefit 286 292 295 Total income tax expense $ ( 434 ) $ ( 719 ) $ ( 164 ) A reconciliation of the federal statutory income tax rate to the effective tax rate is as follows: Year Ended December 31, 2024 2023 2022 Federal statutory income tax rate 21.0 % 21.0 % 21.0 % Non-deductible executive compensation ( 3.2 ) % ( 2.6 ) % — % State taxes, net of federal benefit 2.7 % ( 0.3 %) 2.8 % Tax credits 4.0 % 4.9 % 1.3 % Stock-based compensation ( 2.4 ) % ( 1.6 ) % ( 2.4 %) Permanent items ( 0.3 ) % ( 0.6 ) % ( 0.3 ) % Change in valuation allowance ( 22.5 ) % ( 24.3 ) % ( 20.8 ) % Impairment of goodwill — % — % ( 1.6 %) Other ( 0.4 %) 0.9 % ( 0.2 ) % Effective income tax rate ( 1.1 ) % ( 2.6 ) % ( 0.2 %) The effective income tax rate differs from the U.S. federal statutory rate of 21.0 % primarily as a result of the valuation allowance maintained against the Company’s net deferred tax assets. F-32 Table of Cont ents Deferred tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands): As of December 31, 2024 2023 Deferred tax assets: Net operating loss carryforwards $ 80,541 $ 77,731 Tax credits 10,178 8,645 Deferred revenue 2,412 2,568 Amortization 645 727 Stock-based compensation 3,808 3,186 Inventory 1,069 1,391 Capitalized R&D Costs 13,753 9,353 Lease liability 9,093 9,948 Other deferred tax assets 497 198 Accrual and reserves 1,876 2,159 Total deferred tax assets 123,872 115,906 Less: valuation allowances ( 118,663 ) ( 110,082 ) Net deferred tax assets $ 5,209 $ 5,824 Deferred tax liabilities: Right-of-Use Assets $ ( 3,970 ) $ ( 4,372 ) Depreciation ( 1,137 ) ( 1,307 ) Amortization acquired intangibles ( 831 ) ( 1,253 ) Other deferred tax liabilities ( 71 ) ( 69 ) Net deferred tax (liability) asset $ ( 800 ) $ ( 1,177 ) The Company records deferred tax liabilities in other non-current liabilities on the Consolidated Balance Sheets. The Company’s change in its valuation allowance account related to deferred tax assets was as follows (in thousands): 2024 2023 Balance at December 31 of prior year $ 110,082 $ 103,372 Change in valuation allowance 8,581 6,710 Balance at December 31 $ 118,663 $ 110,082 The valuation allowance increased during the year ended December 31, 2024 primarily as a result of the U.S. operating losses incurred. In determining the need for a valuation allowance, the Company considers the cumulative book income and loss positions of each of its entities as well as its worldwide cumulative loss position. The Company has assessed, on a jurisdictional basis, the available means of recovering deferred tax assets, including the ability to carry back net operating losses (“NOLs”), the existence of reversing taxable temporary differences, the availability of tax planning strategies, and forecasted future taxable income. At December 31, 2024, the Company maintained a full valuation allowance against its worldwide net deferred tax assets, as it concluded that it was more likely than not that the deferred assets will not be utilized. As of December 31, 2024, the Company had U.S. federal net operating losses (“NOLs”) of approximately $ 320.0 million. U.S. federal NOLs generated through December 31, 2017 of approximately $ 108.5 million expire at various dates through 2037, and U.S. federal NOLs generated after December 31, 2017 of approximately $ 211.5 million do not expire. As of December 31, 2024, the Company had U.S. federal tax credit carryforwards of approximately $ 7.7 million that expire at various dates through 2044. F-33 Table of Cont ents As of December 31, 2024, the Company had $ 224.7 million of state NOLs, approximately $ 210.8 million of which expire at various dates through 2044, and approximately $ 13.9 million of which do not expire. As of December 31, 2024, the Company had U.S. state tax credit carryforwards of approximately $ 3.1 million that expire at various dates through 2039. Under Sections 382 and 383 of the U.S. Internal Revenue Code, if a corporation undergoes an ownership change, the corporation’s ability to use its pre-ownership change NOLs and other pre-ownership change tax attributes, such as research tax credits, to offset its post-change income and taxes may be limited. In general, an ownership change occurs if there is a cumulative change in an entity’s ownership by 5% stockholders that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under U.S. state tax laws. Under the Tax Cuts and Jobs Act of 2017 (“TCJA”), the use of federal NOLs arising in taxable years beginning after December 31, 2017 is limited to 80% of current year taxable income and NOLs arising in taxable years ending after December 31, 2017 may not be carried back (though any such NOLs may be carried forward indefinitely). The Company may have experienced an ownership change in the past and may experience ownership changes in the future as a result of future transactions in its share capital, some of which may be outside of the control of the Company. As a result, if the Company earns net taxable income, its ability to use its pre-ownership change NOLs, or other pre-ownership change tax attributes, to offset U.S. federal and state taxable income and taxes may be subject to significant limitations. For the years ended December 31, 2024, 2023, and 2022, the Company had no tax reserves accrued for uncertain tax positions. The Company is subject to taxation in the United States as well as the Netherlands, Sweden, and China. At December 31, 2024, the Company is generally no longer subject to examination by taxing authorities in the United States for years prior to 2021. However, NOLs and tax credits in the United States may be subject to adjustments by taxing authorities in future years in which they are utilized. The Company’s foreign subsidiaries remain open to examination by taxing authorities from 2018 onward. As of December 31, 2024, the Company has accumulated undistributed earnings generated by our foreign subsidiaries of approximately $ 3.4 million and the amount of tax due on remittance would not be material. The Company intends to indefinitely reinvest these earnings and expects future U.S. cash generation to be sufficient to meet future U.S. cash needs. Note 13. Intangible Assets Acquired intangible assets consisted of the following (in thousands, except useful life and weighted average life amounts): As of December 31, 2024 Estimated Useful Life (in years) Gross Carrying Value Accumulated Amortization Cumulative Translation Adjustment Net Carrying Value Weighted Average Life Remaining (in years) Know-how 8.5 $ 13,000 $ ( 7,057 ) $ ( 2,093 ) $ 3,850 3.0 Developed technology 7 1,650 ( 1,645 ) — 5 0.1 Customer relationships 8.5 - 10 1,360 ( 1,166 ) ( 18 ) 176 3.1 Non-compete agreements 5.5 340 ( 285 ) ( 55 ) — — Trade names 3 50 ( 50 ) — — — Total $ 16,400 $ ( 10,203 ) $ ( 2,166 ) $ 4,031 F-34 Table of Cont ents As of December 31, 2023 Estimated Useful Life (in years) Gross Carrying Value Accumulated Amortization Cumulative Translation Adjustment Net Carrying Value Weighted Average Life Remaining (in years) Know-how 8.5 $ 13,000 $ ( 6,326 ) $ ( 1,050 ) $ 5,624 4.0 Developed technology 7 1,650 ( 1,581 ) — 69 1.1 Customer relationships 8.5 - 10 1,360 ( 1,067 ) ( 9 ) 284 4.1 Non-compete agreements 5.5 340 ( 256 ) ( 27 ) 57 1.0 Trade names 3 50 ( 50 ) — — — Total $ 16,400 $ ( 9,280 ) $ ( 1,086 ) $ 6,034 The Company recorded amortization expense of $ 1.6 million for both years ended December 31, 2024 and 2023 and $ 1.8 million for the year ended December 31, 2022. Amortization of know-how is recorded in cost of goods sold; amortization of developed technology is recorded in research and development expenses; and amortization of customer relationships, non-compete agreements and trade names are recorded in selling, general and administrative expenses on the Consolidated Statements of Operations. Future estimated amortization expense is as follows (amounts in thousands): As of December 31, 2024 2025 $ 1,369 2026 1,341 2027 1,319 2028 2 2029 — Thereafter — Total amortization expense $ 4,031 Note 14. Leases As part of the Restructuring Plan in the third quarter of 2022 (refer to Note 18 - Restructuring ), the Company decided not to use two leased facilities in its operations and attempted to sublease the vacant space to recover a portion of the total lease costs. The Company’s decision to not use the leased facilities moved the related ROU assets and leasehold improvements into their own asset groups and triggered an impairment assessment over those asset groups. The impairment assessments, along with continued quarterly reassessments, resulted in the Company recording impairment charges to the related ROU assets and leasehold improvements during the years ended December 31, 2023 and 2022 as further described in Note 18 - Restructuring. During the fourth quarter of 2024, the Company began to utilize one of these two leased facilities, while the other unused facility remained its own asset group. The Company continued to reassess the ROU asset and leasehold improvements from the unused facility and there were no impairments recorded in 2024. The carrying value of ROU assets and leasehold improvements for facilities not being used as of December 31, 2024 and 2023 were $ 0.8 million and $ 10.1 million, respectively. Substantially all of the Company’s leases are located in North America. F-35 Table of Cont ents The components of the lease costs and supplemental cash flow information relating to the Company's leases were as follows (in thousands): Year Ended December 31, 2024 2023 2022 Operating lease cost $ 4,949 $ 5,209 $ 5,488 Short-term and variable lease cost 4,359 3,996 3,417 Total lease cost $ 9,308 $ 9,205 $ 8,905 Year Ended December 31, 2024 2023 Cash paid for amounts included in the measurement of operating lease liabilities $ 8,554 $ 8,935 Weighted average remaining lease term - operating leases (years) 5.8 6.8 Weighted average discount rate - operating leases 7.92 % 7.86 % The undiscounted future lease payments for non-cancelable operating leases were as follows (in thousands): Maturity of lease liabilities As of December 31, 2024 2025 $ 7,296 2026 7,450 2027 7,684 2028 7,923 2029 8,143 Thereafter 7,615 Total lease payments 46,111 Less: imputed interest ( 8,740 ) Total operating lease liabilities $ 37,371 Operating lease balances presented on the Consolidated Balance Sheets were as follows (in thousands): As of December 31, 2024 Operating lease ROU assets $ 16,339 Operating lease liabilities $ 4,756 Operating lease liabilities, net of current portion 32,615 Total operating lease liabilities $ 37,371 Note 15. Commitments and Contingencies Purchase Commitments The Company’s non-cancellable purchase commitments primarily consist of purchases of raw materials for manufacturing operations under annual and multi-year agreements, some of which have minimum quantity requirements. The Company’s total purchase commitments under these agreements as of December 31, 2024 was $ 1.4 million, most of which the Company expects to incur in the year ending December 31, 2025. F-36 Table of Cont ents License Agreements Harvard University In August 2022, the Company and Harvard University (“Harvard”) entered into an exclusive license agreement (the “Harvard License Agreement”) for certain intellectual property owned by Harvard. Pursuant to the Harvard License Agreement, the Company paid an upfront fee of $ 0.6 million, which was recorded in research and development expenses on the Consolidated Statements of Operations. Under this license, the Company is required to pay Harvard low single-digit royalties on net sales of products and services using the licensed technology, as well as a portion of its applicable sublicense revenues. The Company incurred no royalty expense under the Harvard License Agreement for the years ended December 31, 2024 and 2023. Refer to Note 16 - Related Party Transactions for a discussion of a related party relationship with Harvard. Tufts University In June 2007, the Company and Tufts University (“Tufts”) entered into a license agreement (the “Tufts License Agreement”) for certain intellectual property owned by Tufts. The Tufts License Agreement, which was subsequently amended, is exclusive and sub-licensable, and will continue in effect on a country by country basis as long as there is a valid claim of a licensed patent in a country. The Company is contractually obligated to pay license and maintenance fees that are creditable against royalties, in addition to low single-digit royalties on direct sales and services, and a royalty on sublicense income. The Company incurred royalty expenses related to the Tufts License Agreement of $ 2.1 million, $ 1.7 million, and $ 1.4 million, during the years ended December 31, 2024, 2023, and 2022, respectively, which was recorded in cost of product revenue on the Consolidated Statements of Operations. Refer to Note 16 - Related Party Transactions for a discussion of a related party relationship with Tufts. Legal Contingencies The Company is subject to claims in the ordinary course of business; however, the Company is not currently a party to any pending or threatened litigation, the outcome of which would be expected to have a material adverse effect on its financial condition or results of operations. The Company accrues for contingent liabilities when losses are probable and estimable. If an estimate of a probable loss is a range and no amount within the range is more likely than any other amount in the range, the Company accrues the minimum amount of the range. Note 16. Related Party Transactions In August 2022, the Company entered into the Harvard License Agreement for certain intellectual property owned by Harvard (refer to Note 15 − Commitments and Contingencies ). Harvard is obligated to pay a portion of the payments received from the Company under the Harvard License Agreement to a member of the Company’s Board of Directors. A member of the Company’s Board of Directors is also affiliated with Harvard and Mass General Brigham. Revenue recorded from sales of products and services to Harvard and its affiliates and to Mass General Brigham and its affiliates totaled $ 2.2 million, $ 1.3 million, and $ 0.7 million for the years ended December 31, 2024, 2023, and 2022, respectively. Cost of product revenue and operating expenses with Harvard and its affiliates and Mass General Brigham and its affiliates was $ 0.3 million and $ 0.3 million for the year ended December 31, 2024 and December 31, 2023, respectively, and was not material for the year ended 2022. At December 31, 2024 and 2023, open payables to and receivable balances from Harvard and Mass General Brigham were $ 0.7 million and not material, respectively. In June 2007, the Company entered into the Tufts License Agreement for certain intellectual property owned by Tufts (refer to Note 15 - Commitments and Contingencies ). A member of the Company’s Board of Directors was previously affiliated with Tufts. This Board member continues to receive compensation from Tufts on a formulaic basis based on royalties and license payments the Company makes to Tufts. At December 31, 2024 and 2023, open payable balances to Tufts were not material. As discussed in Note 3 - Revenue and Related Matters , on May 26, 2022, the Company and UltraDx, a company formed by ARCH, entered into the UltraDx Agreement to supply certain instruments and to grant certain licenses. At contract inception, the Company determined that UltraDx was a related party because a member of the Company’s Board of Directors was affiliated with ARCH and UltraDx. As of June 7, 2023, this individual was no longer a member of the F-37 Table of Cont ents Company’s Board of Directors. Cost of product revenue with UltraDx was not material, $ 0.3 million, and $ 0.7 million for the years ended December 31, 2024, 2023, and 2022, respectively. At December 31, 2024 and 2023, there were no open payable balances to UltraDx and open receivable balances from UltraDx were not material. Note 17. Segment Reporting Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker (“CODM”), in deciding how to allocate resources and assess performance. The Company’s CODM is the chief executive officer, who reviews the Company's operations and manages its business as a single operating segment as of December 31, 2024. The Company’s proprietary digital “Simoa” detection technology is used across all parts of the business to derive revenues through the sale of instruments, consumables, Accelerator Laboratory and LDT services, and warranties. The Company’s accounting policies apply in the same manner across the business. The Company utilizes consolidated net loss as the measure of segment profitability (loss) as required by ASU 2023-07. The CODM uses this measure, along with the significant revenue and expense lines included below, when analyzing the Company’s operations and performance and determining how to allocate resources. These measures are consistently used by the CODM in comparing budgeted results versus actuals, in determining when or where to invest resources into specific areas of the business, and for decision on strategic initiatives. The following table presents the reconciliation of significant segment information reviewed by the CODM to consolidated net loss: Year Ended December 31, 2024 2023 2022 Revenues: Revenue from contracts with customers (Note 3) $ 135,436 $ 121,139 $ 104,952 Grant revenue 1,985 1,229 570 Total revenues $ 137,421 $ 122,368 $ 105,522 Less: Costs of goods sold and services, including shipping and handling costs $ 62,430 $ 56,290 $ 68,082 Certain operating expenses, excluding shipping and handling costs (1) 124,587 107,029 110,737 Other segment items (2) ( 11,065 ) ( 12,597 ) 26,277 Consolidated net loss $ 38,531 $ 28,354 $ 99,574 (1) Expenses consist of research and development and selling, general and administrative expenses from the Consolidated Statements of Operations and exclude shipping and handling costs. (2) Other segment items represent discrete events, non-recurring transactions, or insignificant items that are not used by the CODM to evaluate the Company’s performance or allocate resources, and include: a. Impairment and restructuring – charges recorded as a result of the Restructuring Plan (refer to Note 18 - Restructuring) , including impairment of the Company's goodwill and a portion of the Company's long-lived assets; b. Other lease costs – amortization of operating lease right-of-use assets and other facility operating expenses from leased facilities the Company is not using; c. Interest income - interest earned on cash, cash equivalents, and marketable securities, and the accretion of discounts on marketable securities; d. Other income (expense), net – gains and losses on foreign currency, and other non-recurring items that are not a part of the Company’s core business operations; and e. Income tax benefit (expense) – income taxes related to federal, state, and foreign jurisdictions in which the Company conducts business. The CODM reviews cash usage as part of evaluating the Company’s performance but does not review or evaluate any other assets. There have been no changes to the methods used to determine segment profit or loss, or the significant segment captions, across any of the periods presented. F-38 Table of Cont ents Note 18. Restructuring Following a strategic review and assessment of the Company’s operations and cost structure, on August 8, 2022, the Company announced a plan of restructuring and strategic re-alignment plan (the “Restructuring Plan”). As part of the Restructuring Plan, the Company began an assay redevelopment program with the ultimate objective of improving its ability to manufacture and deliver high-quality assays at scale. The Restructuring Plan aligned the Company’s investments to best serve the needs of its customers, focused the Company’s innovation efforts on key platforms, and provided a foundation for the Company’s entry into translational pharma and clinical markets. In accordance with the Restructuring Plan, the Company implemented a workforce reduction, which was substantially completed by the end of the third quarter of 2022. The Restructuring Plan included the elimination of 119 positions and other cost-saving measures. During the year ended December 31, 2022, the Company incurred approximately $ 3.8 million of expenses related to the Restructuring Plan, which represents the total amount expected to be incurred and the amount incurred to date. These costs were recorded in impairment and restructuring on the Consolidated Statements of Operations and were substantially for cash payments of severance and employee benefits, $ 3.5 million of which was paid by December 31, 2022. As a result of the Restructuring Plan, the Company performed an impairment assessment of its goodwill, long-lived assets, including ROU assets and related leasehold improvements, and intangibles. The assessments resulted in the Company recording an impairment charge of $ 25.6 million during the year ended December 31, 2022, which was recorded in impairment and restructuring on the Consolidated Statements of Operations. The impairment charge included (1) $ 8.2 million of goodwill, (2) $ 16.3 million associated with the ROU assets and related leasehold improvements at two leased facilities not being used (refer to Note 14 - Leases ), and (3) $ 1.1 million for software costs related to projects that were rationalized as part of the Restructuring Plan or the related exit and disposal costs. During the year ended December 31, 2023, the Company recorded an additional impairment of $ 1.3 million associated with the ROU asset and related leasehold improvements at the leased facilities not being used. The Company did not have any additional restructuring activities during the years ended December 31, 2024 and 2023. Note 19. Employee Benefit Plans The Company sponsors a 401(k) savings plan for employees and may make discretionary contributions. During the years ended December 31, 2024, 2023, and 2022, the Company made contributions of $ 2.4 million, $ 0.8 million, and $ 1.2 million, respectively. The increase during the year ended December 31, 2024 was due to a change in the Company's employer contribution rate. Note 20. Variable Interest Entities As discussed in Note 3 - Revenue and Related Matters , during the second quarter of 2023 the Company received one million ordinary shares of UltraDx under the UltraDx Agreement. Primarily due to having less than a 5 % ownership interest in UltraDx, the Company concluded that it does not have the power to direct activities impacting UltraDx’s economic performance and therefore the Company is not the primary beneficiary of the VIE. Since the Company does not have a controlling financial interest in the VIE, it did not consolidate the VIE into its Consolidated Financial Statements during the years ended December 31, 2024 and 2023. As of both December 31, 2024 and 2023, the carrying value of the Company’s investment in the VIE was $ 0.8 million, which was recorded in other non-current assets on the Consolidated Balance Sheets. Refer to Note 6 - Fair Value of Financial Instruments for the Company’s related valuation disclosures. Maximum exposure to losses related to the VIE is limited to its carrying value and the Company does not have any future funding commitments to the VIE. F-39 Table of Cont ents Note 21. Subsequent Events Agreement to Acquire Akoya Biosciences, Inc. On January 9, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Akoya Biosciences, Inc., a Delaware corporation (“Akoya”), and Wellfleet Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Quanterix (“Merger Sub”), in which Merger Sub will merge with and into Akoya (the “Merger”), with Akoya surviving such Merger as a wholly owned subsidiary of Quanterix. Akoya is based in Marlborough, Massachusetts and is a life sciences technology company delivering spatial biology solutions focused on transforming discovery, clinical research and diagnostics. Spatial phenotyping refers to technology that enables academic and biopharma scientists to detect and map the distribution of cell types and biomarkers across whole tissue samples at single-cell resolution, enabling advancements in understanding of disease progression and patient response to therapy. The transaction is part of the Company's plans to establish the first fully integrated technology ecosystem to identify and measure biomarkers across tissue and blood, expand its technology offerings into oncology and immunology, and expand its portfolio of lab service offerings. Under the Merger Agreement, each share of common stock, par value $ 0.00001 per share, of Akoya (the “Akoya Common Stock”) outstanding immediately prior to the merger 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 Quanterix and, if applicable, cash in lieu of fractional shares, subject to any applicable withholding. Each restricted stock unit in respect of shares of Akoya Common Stock and each option to acquire shares of Akoya Common Stock that is outstanding immediately prior to the merger will automatically be converted into a number of restricted stock units and options to acquire shares of Quanterix Common Stock, respectively, based on the Exchange Ratio. The closing of the Merger is subject to a number of conditions, including: (i) approval of the issuance of shares of the Company's common stock in the Merger by its stockholders; (ii) approval of the Merger by Akoya stockholders; (iii) the effectiveness of the registration statement on Form S-4 filed with the SEC in connection with the Merger; (iv) the absence of any order issued or entered, or any law enacted or promulgated having the effect of restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Merger; (v) the Company's submission to Nasdaq of a notification of shares of the Company's common stock to be issued in connection with the Merger; (vi) performance by each party of its respective obligations under the Merger Agreement; and (vii) the absence of a material adverse effect with respect to each of Akoya and Quanterix. The Company and Akoya have also agreed to use their respective reasonable best efforts to cooperate in good faith to enter into one or more agreements pursuant to which Quanterix would provide Akoya with bridge financing. Any such financing would be in the form of subordinated convertible note(s) in an aggregate principal amount not to exceed $ 30.0 million, subject to Akoya having obtained any required consents and satisfied any other conditions with respect thereto under Akoya’s existing credit facility As of the date of filing of this Annual Report on Form 10-K, the Company is negotiating the potential terms of such financing. Acquisition of Emission Inc. On January 8, 2025, the Company completed the acquisition of Emission Inc. (“Emission”). Emission is based in Georgetown, Texas and manufactures large-scale, highly-uniform dye-encapsulating magnetic beads designed for low and mid-plex assays and a mid-plex platform that reads its proprietary beads. The transaction is part of the Company's plans to secure the use of Emission’s highly controlled beads in the Company's next generation instruments and expansion into a new multi-plex segment targeting third-party original equipment manufacturer customers. Pursuant to the Share Purchase Agreement, the Company acquired all of the issued and outstanding shares of capital stock of Emission for an upfront payment of $ 10.0 million, with an additional $ 10.0 million payable upon completion of certain technical milestones. Additionally, the Emission shareholders may receive up to an additional $ 50.0 million in earnout payments through December 31, 2029, contingent upon the achievement of certain performance milestones. F-40 Table of Cont ents In connection with the closing, the Company and Emission entered into a call option agreement, in which the Emission shareholders have the right to repurchase all of the outstanding capital stock of Emission for $ 10.0 million after five years from the closing date if Emission’s revenues do not exceed $ 5.0 million in any one year during such five-year period. If the Emission shareholders exercise the right to repurchase Emission and consummate the repurchase, the Company will retain a perpetual, fully-paid, irrevocable license to all Emission intellectual property required to continue to manufacture and commercialize the Company's products. The initial accounting for the acquisition was not complete at the time of filing of this Annual Report on Form 10-K due to the timing of the acquisition. As a result, the full disclosures required under ASC 805-10-50 – Business Combination s cannot be made at this time. Acquisition costs incurred during the year ended December 31, 2024 related to the Emission acquisition were not material. F-41